Transformers: Rise of Prime
by Writing Avenger 2016
Summary: Before he was Optimus Prime, Orion Pax was an Elite Guard washout on a maintenance crew of misfits. After a chance encounter with a powerful Cybertronian artifact, he and his crew wind up on Earth, where they go from Zeros to Heroes.
1. Humble Beginnings

Far off in the distant cosmos, there lies a planet teeming with technological life. This planet is known as Cybertron. Those who inhabit this unique planet are a race of autonomous robotic organisms commonly referred to as Autobots. Of the trillions of Autobots that inhabit the planet, none have becomes quite as famous as Optimus Prime.

The latest in a long line of Primes, Optimus' destiny seemed to be destined for greatness. But there was a time where he did not believe this. A time when he was not the great Prime, or even a leader. In fact, he began as a humble soldier-in-training named Orion Pax.

…

"Order!" Zeta Prime, leader of the Autobots demanded. "I call this court into order. Cadet Orion Pax and Cadet Sentinel of the Elite Guard. Step forward."

Two bots stepped forward, one red and one blue. The blue bot looked pissed, and more than a little upset. The red one looked stoic, as if trying to hold back a flood of emotions.

"It has come to my attention that while on a routine Energon scouting mission, your team broke protocol and engaged organic life forms." Zeta Prime declared. "These actions not only led to the failure of your mission, but the loss of your third Cadet, Elita-1. Is this correct?"

"Yes sir." The red bot, Orion Pax confirmed.

Zeta raised an eyebrow at this.

"Have you nothing else to say?" He asked.

"I was command on this mission." Orion replied. "I take full responsibility for what happened."

Zeta Prime seem surprised, then turned to the blue bot, Sentinel.

"And what about, Cadet Sentinel?" He offered.

"I wanted to go back for her." Sentinel said quietly, his metallic fingers clenching hard into fists. "I wanted to save her, but Orion pulled me back before I had the chance. We couldn't even recover her shell!"

Orion just turned away in shame. Zeta Prime seemed to sigh, looking back at Orion.

"I had high hopes for you, Orion Pax." he admitted. "I thought that one day, you could become one of the greatest generals the Elite Guard had ever seen. However, I'm afraid that will never happen now. For your crimes, I hereby discharge you from the Elite Guard, and strip you of your eligibility to join. You will be escorted to your barracks to clean out your footlocker, then you are to never step foot in the academy again."

Orion just lowered his head as he walked off. Sentinel watched him go, giving the bot a hard glare.

…

Orion just finished cleaning out his locker, having been stripped of his Elite Guard decal. He took one look at himself in the mirror, sighing in regret. His optic sensors then glanced over at Elita-1's now deserted bunk, a wave of sorrow washing over his processor. He closed his locker he turned to leave, only to see Zeta Prime standing there.

"Sir." Orion let out. "I wasn't-"

"At ease, Orion." Zeta told him. "I know this is hard for you. After watching all your stellar cycles of hard work and dedication, discharging you was by far one of the hardest choices I had to make. However, I couldn't let a talent like yours go to waste."

"Really?" Orion asked.

Zeta nodded, and the two started walking.

"While I cannot reinstate you into the Elite Guard, I was able to cross a few wires and get you a position on a ship."

"That's… thank you sir." Orion replied.

"Don't thank me just yet." Zeta told him. "I wasn't able to get you a full commanding position. Instead, you'll be co-commanding with an Autobot veteran. When I told them of your skills and valor, they were more than eager to see what you had to offer."

"It's still more than I thought I could get." Orion responded.

"Well then, I suggest you make your way to docking bay G-1." Zeta told him. "Your ship awaits, Commander Pax."

"Yes sir!" Orion replied before heading off.

…

Orion stood in front of the doors to Docking Bay G-1. He wasn't sure what was waiting for him inside, but he did know that this was his only chance to redeem himself. Steeling himself, he opened the doors and went out to see the ship. The ship was a large, yellow and red ship that was clearly left over from the Great War. As he looked over the ship, he saw an older white and orange bot working on the underside of it.

"Some vessel." Orion remarked.

"He may not seem like much to look at, but there's more to this ship than meets the optic sensor." The old bot declared, coming out from under the ship. "The name's Ratchet. And you are?"

"Orion. Orion Pax." He introduced. "I'm your new co-commander."

"I see." Ratchet remarked with a nod. "Well, you'll find the other Commander inside, going over the ship's systems."

"Oh." Orion let out. "I thought that…"

"Me? Please." Ratchet remarked. "I'm just the medic. Would've retired stellar cycles ago had she not given me that look."

"She?" Orion repeated.

"Ratchet!" a female voice called from inside the ship. "I've still got a negative reading on the power couplings!"

"Working on it!" Ratchet replied.

"Just get it done as soon as you can." the voice insisted. "We got a call out in quadrant 84, and the technicians are getting restless."

"I hear you!" Ratchet retorted.

Ratchet slid back under the ship to continue his work, leaving Orion alone. He turned towards the bridge and decided to head inside.

…

As Orion walked through the ship, he could see that the ship, while in rough shape, had been meticulously repaired and tended to. Some of the tech was outdated or in the process of being upgraded. He made his way up to the bridge where a fembot was looking over a variety of screens. Her purple color scheme and the short wings sticking out of her back had the young commander instantly on edge.

"Excuse me." He spoke up.

The fembot turned, revealing bright red eyes and a heavy scratched Decepticon brand on her chest plate. Orion was slightly taken aback, but the fembot quickly offered him a disarming smile.

"First time seeing a live Decepticon I take it?" she asked.

"Uh… sort of." Orion replied hesidently. "You're… Arsenal, right? The Decepticon that defected during the war?"

"Well, well, seems we have a history buff on board." She mused. "You're right though. I am Arsenal, and you're Orion Pax if I remember correctly. Zeta spoke highly of you."

"Nice to be well liked." Orion replied, holding out his hand. "So what's an ex-Con doing on a ship like this?"

"After the war, there weren't a lot of places willing to hire an ex-Con." Arsenal explained, looking back at the screens and ignoring the hand. "Luckily for me, Ratchet had managed to convince the higher ups to let me take command on this fine vessel. Since then, I've been recruiting bots for my repair crew."

"I see." Orion responded, lowering his hand. "So… why a repair crew?"

"Lots of travel, see new places, and out in space, there's no one to judge us for our mistakes." she explained. "Out there, we have a clean slate."

She then lifted her head, as well as her voice.

"Isn't that right, boys?" she called out.

"Yeah!" two younger voices called out from the cargo bay.

Orion turned towards the bay as Arsenal looked up from her work.

"Come, I'll introduce you to the rest of the crew." she told him.

The two walked down to the cargo bay where a small yellow bot with little horns on his head was carrying some boxes and a larger green bot easily twice the yellow one's size carried twice as many. They were the only ones back there, a fact that surprised Orion.

"Bumblebee, Bulkhead, fall in!" Arsenal ordered.

The two set their boxes down and moved into position in front of Arsenal and Orion.

"Bee, Bulkhead, say hello to Orion Pax." She introduced. "He's my new co-commander as of today."

"Welcome to the crew." Bumblebee greeted.

"Nice to meet you, Orion." Bulkhead said.

"These two were Cadets at the Elite Guard Academy as well." Arsenal explained. "Like you, unfortunate circumstances lead to them being kicked out."

"Sorry about that." Orion replied.

Bumblebee shrugged.

"Can't change what happened." the young bot lamented. "Still, at least I'm not in some Energon mine or working as a janitorial drone. I'll take repair crew over that anyday."

"As much as I would have loved to join the Wreckers one day, I'm just glad someone is willing to give me a second chance." Bulkhead added.

Orion smiled.

"Agreed." he said. "So we better not waste it."

"Then let's cut the scrap and get back to work!" Arsenal declared. "Ratchet! How are those power couplings?"

"All good out here!" Ratchet confirmed.

"The let's get this ship in the air." Arsenal declared. "There's work to be done!"

…

Life on the repair crew was nothing like what Orion had expected. Though Arsenal was the commanding officer, she treated her crew like family. Ratchet, while a bit of a grouch with a short fuse, proved to be the wisest, and perhaps the most knowledgeable member of the team. While Bulkhead did occasionally have fits of clumsiness, he was as good at building stuff as he was breaking it. Orion was surprised to learn that he'd worked on a construction crew before joining the Elite Guard. Bumblebee was by far the youngest member, which showed in his mannerisms and short attention span. Even so, the young bot was always there when he was needed, and never once shirked on his duties. Orion quickly found his place among them, and found himself incredibly grateful to have been given this second chance.

As the team was sent out on more and more repair missions, Arsenal took Orion under her wing. She began to teach him how to be a good leader, and the best ways to handle different situations. Occasionally, she'd step back, asking him his opinion on matters or allowing him to come up with a solution to a problem. A mistake was met with gentle correction, while a positive outcome was met with praise.

On one such occasion, the repair crew had been called out to a Space Bridge on a secluded asteroid belt. Bulkhead looked over the entire thing, scratching his head. He turned to Bee, a look of confusion on his faceplate.

"The bridge looks fine to me." he remarked. "You see anything wrong with it?"

"Nothing." Bee replied. "Maybe this was another prank call?"

Arsenal turned to Orion, taking a step back.

"What do you think, Orion?" she asked.

"Not sure." Orion admitted. "Everything seems to check out, but this area did report some asteroid collisions not too long ago. The impact may have caused some damage to the base wiring."

"Then what do you suggest would be the best course of action?" Arsenal pressed.

Orion surveyed the area, looking for anything that seemed out of place. After a bit of scanning, he noticed a cluster of rocks that were gathered over what looked like a small opening in the asteroid.

"There's an opening in the side of the asteroid." Orion reported. "The base wiring may have been exposed, so that's where we need to look."

Arsenal smiled, then turned to Bulkhead.

"You know what to do." she told him. "Get that debris out of the way."

Bulkhead nodded as he activated his wrecking ball. He quickly smashed away the debris and managed to punch his way inside. He looked inside and saw a sleek brown and and black bot sitting in a meditative state.

"Hey guys, there's some bot in here!" Bulkhead called out.

"A bot?" Arsenal questioned. "In this sector?"

Worried, she patched in with Ratchet.

"Ratchet, grab your field kit and some Energon." she commanded. "Bulkhead found a bot."

Ratchet came out with the requested gear as Bulkhead finished widening the hole. Once it was big enough, they all entered the cave and approached the bot.

"Is he offline?" Bumblebee asked.

"I don't think so." Orion replied. "He might be in stasis lock."

"Why don't you let the medic see to him so we can find out." Ratchet snarked.

Everyone parted ranks so Ratchet could reach for him. His servo didn't even have time to touch him before the bot grabbed Ratchet by the wrist.

"Do you mind?" the bot snapped. "I'm trying to meditate here."

"Well we're trying to work here!" Ratchet snapped right back. "What in Primus' name are you even doing out here?!"

"Trying to commune with the Allspark." The bot answered. "But after a million stellar cycles, all I've gotten is a massive processor ache."

Ratchet went to say something else, but Arsenal beat him to the punch.

"Hang on a second." she spoke up. "I remember you. You're the draft dodger Prowl, aren't you?"

"And you're the ex-Decepticon, Arsenal." Prowl replied. "Your point?"

Arsenal's fists clenched slightly, a flicker of anger passing over her optics. She then shook her head, clearing her thoughts.

"Whatever." she decided. "Ratchet, just leave him with the energon and let's get back to work."

"Right." Ratchet agreed, preparing to place the energon on Prowl's lap.

"I don't want your help." Prowl declared, batting Ratchet's hand away.

Unfortunately, when Prowl did that, it send the energon cube flying. Everyone watched as it sailed towards a small ship parked off to the side. Orion's optics went wide.

"Fire in the hole!" He shouted.

The Autobots moved for cover as the cube exploded, destroying the ship. It also caused the Space Bridge to severely tilt, coming out of its moorings and snapping several wires.

"My ship!" Prowl exclaimed. "Now how am I gonna get off this spark forsaken rock?!"

"Forget your ship, look at the bridge!" Bulkhead shouted. "It's been completely destroyed! Do you know how long it's gonna take to rebuild this?!"

"He will." Arsenal declared. "Because he's going to help fix it."

"You can't be serious!" Prowl replied.

Arsenal crossed her arms.

"You wasted precious Energon, you caused extensive damage to a Space Bridge that we were sent to repair, and we're you're only way out of this sector." she listed off. "Believe me, I'm dead serious."

Prowl let out a huff before striking a rock behind him, causing it to crack and crumble.

"First I failed to save the protoforms and now this…" He let out. "You have no idea what it's like. To start down a path only for it to get so twisted up that you don't even know where you are anymore."

Orion came over, placing a hand on Prowl's shoulder. The touch startled the bot and he turned. However, he was met not with anger or annoyance, but compassion and understanding from everyone on the crew.

"Believe it or not, we all understand exactly what you're going through." Orion told him.

…

Several stellar cycles later, Prowl had been integrated into the repair crew. It had been a rough fit at first, the bot proving to be incredibly stubborn and a loner. Even still, he did his job and worked to repay his debt. The Space Bridge was still being repaired, with the group having to make several trips to Cybertron for new parts. They had just returned to the Space Bridge to complete the final repairs on the Space Bridge.

"Ugh, finally!" Bumblebee exclaimed. "We've been working on this thing forever! If I never see this sector again, it'll be too soon."

"Well the sooner we get this wrapped up, the sooner we can head home for good." Orion told him.

"Orion's right." Arsenal agreed. "We just need to check the foundations, install the new power core, and give it a test."

"Then what are we waiting for?" Bulkhead asked, transforming and driving off.

"Hey, wait for me!" Bumblebee called out, transforming and following after.

Ratchet just sighed, shaking his head.

"Young bots these days." he said. "Can't live with 'em, can't sell 'em for spare parts."

"Lighten up, old friend." Arsenal told them. "They're just eager to finish the job. I'm sure you are too."

"Yeah, yeah." Ratchet replied dismissively.

Arsenal chuckled, then turned to Orion.

"You coming?" she asked.

"Yeah, coming." Orion replied.

They headed out, Ratchet reluctantly following after as they joined the other members of the crew out by the bridge. Bulkhead was installing the power core as Bumblebee and Prowl came out from the caves beneath the bridge.

"The supports are stable and holding well." Bumblebee reported. "Prowl even ninja kicked them and they didn't budge."

"Wanted to make sure I didn't lose another ship." Prowl replied.

Bulkhead slammed the hatch down over the power core, clapping his servos together.

"Power core installed." he declared. "We're ready to test."

Arsenal turned to Orion, gesturing to the control panel. Orion nodded as he pressed a few buttons on the controls, powering up the Space Bridge. At first, everything seemed to be working normally, then an unexpected power surge shot through the bridge. The resulting energy output sent out a massive shockwave that knocked everyone off their feet.

"Bulkhead, what did you do?!" Bumblebee accused.

"It wasn't me!" Bulkhead insisted.

"Assign blame later!" Arsenal shouted. "We need to shut the bridge off!"

Thinking fast, Orion shot out a grappling hook from his wrist, which connected with the power switch. With a solid yank, he turned off the power, shutting down the space bridge. Everyone got to their feet, Arsenal giving Orion a smile.

"Good thinking." she commended.

"Thanks." Orion replied.

As everyone picked themselves up, a strange blue-white glow began to emanate from a pile of rocks near the base of the bridge. Orion noticed it and walked over to it. He tried to pry the rocks apart, but found himself unable to. Going for a different strategy, he slid a mask over his face plate, then grabbed his laser axe. He then used the axe to smash away the rocks, revealing a strange orange container wedged within the rocks. Everyone stared at it, but Ratchet and Arsenal looked horrified.

"What is it?" Bumblebee questioned, reaching for it.

"Don't touch it!" Arsenal snapped.

"Better yet, throw it back in the Space Bridge." Ratchet declared.

"But… what is it?" Bulkhead asked.

"Something that should have stayed buried." Ratchet told him.

Before the discussion could continue, something set off their ship's sensors. Arsenal connected, and almost immediately blanched.

"Scrap." she swore. "Change of plans. Ratchet, load that thing up."

"What's happening?" Orion asked as Ratchet transformed into his vehicle mode.

"No time." Arsenal said quickly. "Load up and get on board. We need to go!"

The rest of the team transformed and sped off towards the ship.

…

Once everyone was onboard, Ratchet offloaded their strange cargo. Orion quickly cornered Arsenal, more than a little worried about her change in demeanor.

"Arsenal, what is going on?" Orion insisted. "I'm your co-commander, I deserve to know what we're dealing with."

She looked ready to argue with him, but when she saw his serious expression, she relented.

"You're a history buff, right?" she recalled. "Ever heard of the Allspark?"

"Of course." Orion confirmed. "It's the source of life for all transformers."

Orion then came to a realization.

"Wait, that's the Allspark?!" Orion let out.

"The very same." She nodded.

"What they don't tell you in the history vids is that the only reason we won the war was because Zeta Prime tossed the Allspark into a space bridge." Ratchet added. "It was the only way to keep it out of Decepticon hands."

"So… we found the Allspark?" Bumblebee asked.

"No, _It_ found _us._" Ratchet corrected.

"And it's not the only thing that found us." Arsenal declared. "Teletraan One picked up an oncoming signal from a Decepticon ship."

They all rushed onto the bridge of the ship, shocked by this sudden turn of events.

"Decepticon?" Orion repeated. "But I thought the Decepticons were all gone."

"Believe me, they're far from gone." Arsenal informed him. "They may have been driven off Cybertron, but they're still out there."

"Then we need to keep the Allspark as far away from them as possible." Orion declared.

"Agreed." Arsenal nodded before activating long range communications. "I'm patching us in to Cybertronian high command. Zeta Prime needs to know about this."

After entering the proper commands, a communication screen opened up on the windshield, displaying the face of Sentinel.

"_Well, well, isn't this a surprise."_ He greeted. "_The con and her band of rejects._"

"Connect me to Zeta Prime." Arsenal demanded, her fists clenching in annoyance.

"_Now how could a bunch of third rate-"_

"Display cargo hold visual." Orion cut off.

A smaller screen appeared, showing the glowing Allspark. Sentinel cut off, his face going serious.

"_I'll… put you through right away._" he declared.

The screen shut off and Arsenal gave Orion an approving nod. A few seconds later, the screen returned, this time showing Zeta Prime's face.

"Zeta Prime, sir." Arsenal greeted. "My team and I discovered the Allspark on our repair job. We've got in onboard, but Teletraan One's detected Decepticons on our tails. We need back-up immediately."

"_We're reading your signal, Arsenal." _Zeta Prime replied. "_More than likely, this is just a Decepticon scout ship that drifted too close to Autobot space. Still, we'll send a strike force to intercept it."_

"Much appreciated." She told him. "In the meantime, I'm gonna get the ship to the nearest operational space bridge."

"_Very well." _Zeta Prime responded. "_However, your duty is to get the Allspark safely to Cybertron. This isn't the war, and you're a repair crew, not heroes._"

"Understood." Arsenal replied.

With that, the communication line turned off. Once it did, Arsenal turned to her crew.

"Prowl, set a course for the nearest Space Bridge." she ordered. "Bulkhead, man the blasters. If any debris gets in our way, destroy it."

As the ship flew towards their intended destination, something massive began descending into their path. It was far larger than their ship, dwarfing them immensely. In fact, they weren't even bigger than the ship's cannon, which was aimed directly at them.

"Somehow, I don't think we'll be able to destroy that." Bulkhead replied.

"I've seen that ship in the history tapes." Orion replied. "It's a command ship."

"The Nemesis." Arsenal let out, literally trembling in fear. "Megatron's ship."

"Megatron?" Bumblebee let out. "As in, leader of all Decepticons, Megatron? As in big bad con that's gonna turn us into scrap metal just for being Autobots, Megatron?!"

"As if there's any other Megatron." Ratchet replied.

…

Onboard the Nemesis, a bot with a mask covering his faceplate stood over the scanners of the ship. He looked at the readings off of the Autobot ship, straightening slightly.

"Unknown energy signature detected, Commander Starscream." the bot called out, his voice sounding incredibly auto-tuned. "Closest match: Allspark."

"Please, you must be joking, Soundwave." Starscream, Megatron's second in command, commented.

"Illogical." Soundwave argued. "The Allspark is aboard the Autobot is in line with Megatron's-"

"Megatron is an old fool who has been chasing a ghost for centuries." Starscream cut off. "I seriously doubt the Allspark would be on board such an insignificant vessel."

From behind him, a massive bot twice his size suddenly began shouting.

"Be silent, Starscream!" the massive bot shouted. "It is not your place to question the wisdom of our great and honorable leader! For it is Megatron who will-"

"Who will lead the Decepticons into victory over our Autobot oppressors." a fem-bot that was reminiscent of a spider deadpanned, her optics rolling. "Did you memorize that little speech, Lugnut? Or is it just hardwired into that third-rate processor of yours?"

Just then, a stream of ice came out of nowhere, freezing her hand. She turned to see another bot approaching. He faced her, one of his eyes resembling a monocle as he spoke in an intelligent and sophisticated tone.

"As usual, Black Arachnia," He addressed. "Your demeanor is as unpleasant as that techno-organic mold of yours."

"Blow it out your actuator, three-face." Black Arachnia snarled, snapping the ice on her hand.

The bot's face suddenly spun, and when it stopped, it was a red face with a massive chin, a gap tooth, and a long visor for optics.

"The name is Blitzwing, insect!" He snapped, his voice more angry and brash. "Remember it, because it's the last you'll hear before I-"

His face spun again, this time to a black screen with a set of red eyes and a jack-o-lantern mouth.

"Express my feelings in song!" He shouted, his voice now laced with a hint of madness as he began to sing 'the itsy bitsy spider'.

At this particular point, Black Arachnia nearly pounced on Blitzwing, only barely being held back by Starscream. He began trying to calm her down as Lugnut continued shouting about Megatron. Everything was devolving into a childish shouting match before the doors opened and a single bot entered. They all turned to see a massive bot that towered over them with a cannon on his right arm and an intimidating scowl on his face. This was the form of Megatron. The Decepticons immediately went silent and stood at attention as Megatron stepped forward into the room.

"Soundwave, report." Megatron ordered.

"Energy readings off the scales." Soundwave shared. "Your orders?"

"Cripple their ship, but don't destroy it…" He commanded. "Yet."

"Honestly, I fail to see the point, Lord Megatron." Starscream voiced. "What are the odds that such a tiny ship truly holds the Allspark?"

"I will not take the chance and let it slip through my fingers." Megatron declared. "I have waited far too long already."

…

The ship immediately started opening fire on Teletraan One, much to the crew's horror.

"Evasive maneuvers!" Arsenal shouted. "Move, move, move!"

They quickly maneuvered the ship around the blasts, doing their best not to get shot. The barrage of attacks caused the ship to shake, rocking everyone on board.

"Time for drastic measures." Arsenal decided. "Activate emergency defense systems! Code name: Omega!"

"_I'm sorry, but that feature has been disabled in Cybertron's continued efforts to conserve Energon._" Teletraan One declared.

"Oh you've got to be kidding me!" Arsenal screamed.

Another blast knocked everyone off their stations and onto the floor.

"We're all gonna die, aren't we?" Bumblebee asked.

"Not on my watch." Arsenal assured him.

Arsenal sprung to the controls and continued steering the ship. The ship then approached an asteroid field, which Teletraan One tried to avoid.

"_Warning, Asteroid field."_ It warned. "_Initiating alternate route."_

"Override!" Arsenal shouted. "Activate manual controls!"

She shot into the field, weaving through the floating debris and using it as cover from the Nemesis' firepower. This did little as the Nemesis just blasted through one asteroid after another.

…

Onboard the ship, Soundwave had managed to isolate the signature he'd been tracking.

"Energy signature confirmed." He declared. "Chance of error: 0.0001 percent. Energy source identified as Allspark."

"Nevertheless, my liege, it would be a waste of energon for you to embark on this endeavor." Starscream insisted. "I will depart and investigate this ship to see if the Allspark is truly onboard."

"I didn't spend the last four million stellar cycles searching the galaxy for the Allspark just to let you lay your greasy wings on it." Megatron replied, grabbing Starscream's wing and crushing it. "I will claim the Allspark, and harness its energy into the ultimate weapon, with which I will crush the Autobots once and for all."

He then shoved Starscream off before making for the launching bay. Starscream remained where he'd been left, rubbing his dented wing. He snarled, but said nothing.

…

Back with the Autobots, the ship picked up a Decepticon signal closing in. When Arsenal brought it on screen, everyone froze in fright.

"Megatron…" She let out.

"That's Megatron?" Orion asked.

"Yes, it's him." She answered, suddenly becoming serious. "Everyone form up!"

She rushed over to a panel on the side of the ship, grabbing a set of cybertronian drives. Once everyone was lined up, she opened each of their chest plates, inserting the drives.

"Congratulations, you've just been upgraded to warrior status." she announced.

"What?!" Bumblebee let out. "But we're repair bots! We're not trained for combat!"

"You attended the Academy, didn't you?" Arsenal questioned. "Besides, we don't have a choice. No matter what, we cannot allow the Allspark to end up in Decepticon hands."

"Agreed!" Orion replied.

Just then, a massive rumbling came from the top of the ship. Arsenal checked the monitors to see it was Megatron trying to blast through the hull.

"Ratchet, seal that breach!" Arsenal ordered. "Prowl, hold the ship steady! Bulkhead, Bumblebee, protect the Allspark! Orion, you're with me! We hold off Megatron at all costs!"

"Understood." Orion replied as he took a position next to her.

Together, the two activated several clamps on the outside of the ship, grabbing Megatron and trying to stop him from cutting into the ship. He struggled to fight them off the clamps, but their hold was too strong for him.

…

Onboard the Nemesis, Starscream had slipped away to repair his wing. While he did so, he slipped a small drive out of a compartment in his arm, inserting it into his neck. He let out a cough, then began speaking in Megatron's voice.

"Testing, testing." he said, smirking before connecting to the bridge. "Open fire on the Autobot ship! Now!"

"Megatron, are you certain-?" Soundwave began to ask.

"Do not question my orders!" 'Megatron' insisted. "Do as I command!"

He immediately cut the line, pulling the drive out of his neck as he looked out the window. To his utter delight, several blasts struck the ship, causing a massive explosion.

…

The explosion threw all of the Autobots off of their feet. The ship shook hard and began going down, the engines smoking and almost every system either failing or offline. On the top of the ship, Megatron's severely damaged and severed arm clung to the roof, the rest of him nowhere to be seen. Orion quickly got to his feet and hit a few commands on the console, activating some nozzles that were sealing up the breach in the hull.

"The Decepticons shot at us while their leader was still onboard?" Bulkhead questioned. "That doesn't make any sense!"

"Decepticons aren't exactly the epitome of loyalty." Arsenal pointed out.

"We got bigger problems!" Orion called out. "Like the fact we're about to crash!"

Arsenal took the controls and tried to level the ship as a massive asteroid the size of a small moon came into view.

"Hold on to your chassies!" she warned.

She pulled up, the bottom of the ship scraping against rock and leaving deep gashes. Still, the ship kept flying, a space bridge coming into view. Down in the hull, the Allspark began charging up, much to the surprise of Bumblebee and Bulkhead.

"Umm… is it supposed to do that?" Bumblebee questioned.

The light began to pour into the ship, using it as a conduit for a focused beam of energy. It shot at the space bridge, powering it on. The ship passed through the portal mere seconds before the Space Bridge overloaded.

…

Onboard the Nemesis, the Decepticons watched the explosion, everyone immediately panicking.

"Where did they go?!" Lugnut demanded. "Where have they taken our glorious leader!"

"Unknown." Soundwave replied. "Potentially dangerous energy build up detected."

"Then why are we just standing here like a bunch of glitch-ridden protoforms?!" Black Arachnia exclaimed. "We need to move!"

As they tried to make their escape, Starscream stepped forward, blocking their path.

"Retreat is not an option." Starscream told them. "If Lord Megatron is gone, then we must stay together. Only united, and under my leadership, can we stand a chance of ridding the galaxy of those pathetic Autobots!"

Just then alarms started blaring across the ship, prompting the Decepticons to turn and see a massive surge of energy heading straight towards them. Having wasted all their time, they could only watch in horror as the energy engulfed their ship.


	2. Welcome to Earth

A blinding blue light appeared just on the outskirts of the moon's orbit. From that light, Teletraan One popped out, drifting closer and closer towards the planet. Onboard, everyone slowly got back to their feet and tried to stabilize themselves.

"Everyone alright?" Arsenal asked.

The others let out groans, signalling they were still online. Orion made his way over to the comms to call Bumblebee and Bulkhead.

"Bumblebee, Bulkhead, report." He called, unaware of the Decepticon leader emerging from the smoke and looming over him.

Arsenal was the first to notice, gasping in horror.

"Orion!" she shrieked.

Before Orion had time to react, Megatron grabbed him with his remaining arm, pinning him to the wall of the bridge.

"I only intend to ask this once, Autobot." He threatened. "Bring me the Allspark."

"Not… gonna happen." Orion swore.

"Then your life is forfeit." Megatron decided.

That's when he heard the sound of Arsenal powering on a pair of machine guns in her arms. He turned to her, his optic servos narrowing at the sight of her.

"Put. Him. Down." She snarled.

"Ah, the traitor." Megatron regaled, tossing Orion aside. "I must admit, I did not expect to see you on such a modest vessel."

"This vessel is mine, and you're not welcome." she declared, firing on him.

Megatron quickly pulled out a sword from his back and spun it around to deflect her attacks. While that was happening, Orion quickly propped himself up with one arm and shot out a grappling hook from his other arm at a nearby lever, pulling on it.

"_Artificial gravity, disabled," _the computer reported as everyone started floating up.

"Good idea, Pax." Ratchet commended. "Putting us on equal footing, so to speak."

Ratchet then magnetized his feet so he'd stick to the roof of the ship. Megatron stabbed the stubble of his arm into the ceiling, giving him something of an anchor.

"Hey!" Bumblebee called out, trying to move forward. "Who turned off the gravity?!"

Just then, Bulkhead bumped into him, launching him across the bridge and into Megatron's foot. He gulped at the sight of the massive Decepticon.

"You… are a lot scarier than the history vids made you out to be." He commented.

Megatron responded by swinging his sword at him, trying to slice him to pieces. Bumblebee quickly dodged each strike in a frenzied panic. One strike came close to taking off one of the horns on his helmet, but Arsenal quickly grabbed his ankle, yanking him back to safety.

"Thanks for the save." Bumblebee told her.

"Don't thank me, yet." She told him. "Everyone, get ready for a concentrated attack on my signal."

Just then, Prowl started rocketing towards Megatron, much to Arsenal's and Orion's dismay.

"Prowl, wait!" Orion cried out, trying to grab him.

His hand went right through him though, revealing that Prowl was only a hologram. Megatron didn't notice, swinging at Prowl and only disrupting the hologram. That's when the real Prowl came up behind him, using a set of hubcap shuriken to slice through his anchoring stump. Megatron cried out in pain as he floated aimlessly through the ship.

"Ok, the decoy was a nice touch." Orion admitted. "But next time, maybe a little warning?!"

Just then, Bulkhead bumped into him, knocking him through the air.

"Sorry!" Bulkhead called out. "Hard to control myself in zero grav!"

"Seriously," Orion let out. "Would it kill you bots to say 'heads up' or 'look out' or at least-"

"Incoming!" Ratchet shouted.

He used a set of magnetic field generators on his wrists to fling Megatron's severed servo at him, knocking him into the ship's control panel. This reactivated the artificial gravity and everything dropped to the ground. This also activated the ships thrusters, sending them rocketing towards the planet below. Everyone collided with the wall upon being rocketed back, except for Orion, who flew all the way back to the cargo hold. He slowly pulled himself up as Megatron stood over him, placing a foot on his chestplate.

"The Allspark, Autobot." Megatron demanded. "Surrender it to me, and I may spare your life."

"My name is Orion Pax," Orion said in defiance. "And I am willing to give my life to protect the Allspark!"

"That's fine with me." Megatron sneered.

He lifted up his sword, preparing to bring it down on Orion's head. Orion retaliated by bringing his axe up in defense, struggling to keep Megatron at bay. Thinking fast, Orion shoved Megatron off and threw his axe at the airlock controls. The docking tunnel started opening up, beginning to suck the two transformers out. Orion, having grabbed his axe before falling down the tunnel, quickly jammed it into the ground, skidding to a stop. Megatron grabbed onto his leg, trying to keep himself from flying out. In retaliation, Orion gave him a kick in the faceplate, sending him flying out of the ship. The heat of reentry quickly caused Megatron to catch fire as he began his deadly descent down to earth.

"Pax!" Arsenal shouted.

Orion struggled to pull himself into the docking tunnel as Arsenal slammed her hand on the close button. She then grabbed his arm, pulling him inside. He was panting hard as she looked at him in stunned amazement.

"You just beat Megatron." she let out. "Nobody has ever been able to pull that off."

"Just lucky, I guess." Orion dismissed.

…

On a small farm in the fields of Illinois, a young man sat in his room. He was tinkering with some small mechanical components, taking them apart to try and see how they work. He was so wrapped up in his self-imposed project that he almost didn't see the strange comet making its way to Earth. However, he did hear the massive crash out in his family's field.

Curiosity getting the best of him, he grabbed a flashlight and headed out into the fields. He ran for several feet, coming across a deep groove in the dirt, as well as the occasional flame. As he continued to follow it, his flashlight came across the severed, severely damaged, and offline head of Megatron. The boy gasped, missing the sight of Teletraan One going down behind him.

…

"_Warning! Planetary impact imminent."_

Arsenal pulled Orion into the rear of the ship, where a line of emergency stasis pods were waiting. She arranged Orion in one before turning to the rest of her crew.

"Everyone, into your stasis pods!" she commanded.

"What about you?" Bumblebee asked.

"Someone's gotta steer this thing away from this populated sector!" Arsenal replied, gripping the ship's controls and struggling to pull them up.

The pods closed around them as Teletraan One skirted over several miles of skyscrapers, headed for a massive body of water. Once she was certain that their landing would not endanger the indigenous population, Arsenal joined her crew in the pods. The ship splashed down into the waters of Lake Michigan, sinking down to the bottom.

"_Initiating emergency stasis mode._" The ship declared.

The pods fogged up and the bots slipped into stasis, their ship powering down and everything going dark…

…

**50 years later…**

In the heart of Chicago, a mighty tower stood high above the city. At the base, the young boy from so many years ago had grown into Isaac Sumdac, the robotics genius of the modern age. He was standing in front of many reporters and reporter bots, as well as they mayor and the captain of the police department, delivering an important announcement. By his side was his 8-year old daughter Sari, who watched her father with a proud smile as he began his speech.

"Ever since the beginning of our great city, Chicago has always had a negative reputation." Isaac Sumdac announced. "However, these days Chicago has gained the title of the City of Robotics. Here at Sumdac systems, we work hard to create ever reliable, tireless mechanical partners. They perform the tasks that we humans cannot, or believe too mundane or unpleasant to handle. Today, they go a step further, aiding in a project that has been dear to all of our hearts: cleaning up our fair city. For that, I give you the latest innovation of the Green Movement: nanobots!"

A large white curtain was removed from a tall structure next to him, revealing a pulsating and shifting cloud of grey bots. Everyone in the crowd gasped, applauding as Sumdac continued.

"My diving crews will release these microscopic bots into Lake Michigan, and I am certain that we will see a massive decrease in pollution within a matter of minutes. Gentlemen?"

Several divers entered mini subs, which were dropped by cranes into the water of the lake. Once they submerged, a massive screen turned on, displaying dash-cam footage of what the subs were seeing.

"From these monitors, we will be able to see the nanobots in action." Sumdac informed.

"_Releasing nanobots in 3...2...1..."_

On screen, clouds of nanites were released, targeting bits of floating trash within the water and quickly reducing it to nothing. The crowd all cheered happily as Sumdac let out a relieved sigh. Sari smiled up at him.

"I knew you could do it." she told him quietly.

"Couldn't do it without your support." Isaac replied.

As the two shared a hug, the happy cheers of the crowd suddenly grew quiet, replaced with gasps of surprise and strange murmurs. Isaac looked out at the crowd in confusion, then one of the submarine drivers spoke up.

"_Sir… you might want to take a look at this._"

Sumdac looked up at the screen, gasping in shock at the sight of a slightly barnacle covered and rusted spaceship resting at the bottom of the lake.

"My word…" Isaac let out.

…

Much, much later, a massive Sumdac System's freighter began pulling the damaged and waterlogged ship out of the water. Several pounds of reeds had to be pulled from it, as well as several thousand gallons of water flushed from its internal systems. Once that was done, it was moved to a private hangar bay reserved for aerial robotic testing. Once inside, Sumdac and a team of his most trusted scientists began examining it.

"This is incredible." Isaac marveled. "Conclusive proof of extraterrestrial life. There's no telling how long this ship has been submerged under the water."

"Whatever was piloting this ship has got to be long dead by now." one of the scientists hypothesized.

"Only one way to find out." Another declared, weilding a crowbar.

"Please be careful." Isaac insisted. "There's no telling what kind of defenses might be on that ship."

"C'mon doc." The scientist dismissed, jamming the crowbar into the door. "This thing's been underwater for who knows how long. I highly doubt anything on this rust bucket still works."

After pulling at it for a bit and only getting a slight dent in the door, the other scientist joined him with his own crowbar. With their combined efforts, they finally managed to pry the door open.

Armed with flashlights, the two scientists and Sumdac entered the ship. The first thing they noticed was just how big everything was. The ship's main console was twice the height of a normal person, and everything was proportioned to be used by a certified giant.

"Whatever organisms managed this equipment must have been enormous." Isaac surmised.

"Sir, down here!" One of the scientists called out.

Isaac followed the call, reaching the massive room where the stasis pods were. However, he ignored them for something sitting in the corner of the room: a glowing orange container with technological patterns on the side.

"Whatever this thing is, it's giving off so much power my scanner shorted out." the scientist reported.

"I'm not sure." Isaac replied. "Perhaps it is some kind of alien energy source. Let's bring it back to the lab for tests."

As soon as he said this, the container opened up, revealing the pulsating Allspark. It shot out a beam of energy, one that connected with the line of stasis pods behind the scientists. Each one beeped, then the fog in the glass faded away as the lids opened. All three scientists stumbled back as the six Autobots were revealed. None of them moved, still in power down mode from extended stasis. Even so, the mere sight of them had drawn the full attention of the scientists, the Allspark closing up once more.

"What in..." Isaac let out.

A groan from Arsenal made them all jump, the bot stumbling out of her pod and rubbing her head. One by one, the others followed suit, each rubbing their heads.

"Everyone ok?" Orion asked.

"Depends how you define ok." Bulkhead replied. "How long were we in stasis?"

That's when Ratchet glanced down, catching sight of the three now terrified scientists.

"I've got a better question." he spoke up. "What are three organics doing on our ship?"

The rest of the Autobots turned towards the humans, just as surprised as they were. After a second, Isaac cleared his throat, stepping forward.

"Greetings." Isaac spoke up. "Welcome to Earth. I am Professor Isaac Sumdac. We mean you no harm."

The Autobots exchanged glances, then Arsenal bent down to Isaac's level.

"Greetings Professor." she replied. "I am Arsenal, Commander of this vessel. This is my Co-commander Orion Pax, our field medic Ratchet, and the rest of our crew consisting of Bulkhead, Bumblebee, and Prowl."

Everyone gave some sort of silent greeting when their name was called, then Orion spoke.

"How did you pull us from stasis?" he asked.

"It was sort of by accident." Isaac answered. "We were about to move this orange container and-"

"The Allspark?!" Ratchet exclaimed, stepping over the organics and rushing over to it.

He checked it out, venting in relief when he found it unharmed.

"It's alright." He declared. "Miraculously, it remained undamaged from the crash."

"That's a relief." Arsenal replied, a servo on her chest plate.

"I take it this 'Allspark' is important to you." Isaac assumed.

"The Allspark is the source of life for our people." Orion replied. "In the wrong hands, it could spell doom for all sentient life, be it organic or technological."

The other two scientists quickly scooted away from the Allspark.

"I see..." Isaac let out. "Then perhaps, we can come to an agreement. If you would allow me and my company to study you, I give you my word that we will not disturb your Allspark."

"What?" Arsenal let out in shock. "Become experiments? Absolutely not!"

"You misunderstand." Isaac insisted. "I merely wish to observe you. You are the first extraterrestrial life we have ever encountered, and it is mankind's nature to be curious. More than that, considering your massive size, many of the people on this planet would consider you a threat."

"We Autobots are sworn to protect life." Arsenal insisted, a servo covering the symbol on her chest as her digits dug into the metal. "We mean you, nor your planet any harm."

"If you stay with me and let me observe you for a time, I can assure the people of your peaceful mission and make it easier to integrate you into our planet." Isaac reasoned.

The thought of being perceived as a threat made Arsenal uneasy, something that didn't go unnoticed by Ratchet or Orion.

"So, you only wish to learn from us?" Orion asked, stepping forward. "And once you have enough information, we're free to go?"

"You have my word." Isaac promised.

Orion turned to the rest of the crew.

"What do you all think?" He asked.

"Well…. If all they're doing is looking, what's the harm?" Bumblebee voiced.

"I don't see any reason to disagree." Bulkhead admitted. "I mean, with our ship like this, we're not going anywhere anytime soon."

"As long as the Allspark is untouched, I suppose there's no problem." Prowl replied.

"Well I for one disagree." Ratchet chimed in. "This 'arrangement' just doesn't sit well with me."

"Ratchet, we don't have a lot of options." Arsenal pointed out. "We're stranded on a world we know nothing about with lifeforms that have a valid reason to perceive us as dangerous. For now, we'll cooperate."

Ratchet paused for a moment, considering her words. After a moment, he vented in reluctance.

"Fine." he said curtly. "But, don't expect me to just sit around if things don't go our way."

"Fair enough." Arsenal replied before turning to the humans. "Alright, you got a deal."

…

The Autobots were left in the hanger with their ship, though they knew the doors to the outside world were bolted shut. Ratchet would occasionally glance over at them, rubbing a piece of exposed circuitry on his right arm. While there, they worked on repairing the ship, though from the amount of cursing from both Ratchet and Bulkhead, that was proving to be a difficult endeavor.

"What a load of scrap metal!" Bulkhead exclaimed. "If it's not damaged, it's useless, and if it's not useless, it's beyond repair!"

"Well your yapping isn't gonna get this thing fixed any faster!" Ratchet called back.

"Will both of you put a muffler in it?!" Arsenal snapped. "Look, I know that this isn't exactly what any of us had planned when we set out from Cybertron. But we can't take our frustrations out on each other."

"Well I can say I didn't count on being part of an organic science experiment." Ratchet grumbled.

Arsenal sighed, walking over to him and placing a servo on his arm.

"This isn't the war, Ratchet." she reminded him softly. "We're safe here."

Bumblebee's optic's rolled and he walked out of the ship. He meandered through the hanger, eventually stopping at a window. He put his servo on the glass, sighing.

"An entire planet to explore, and all that's between us and it is this flimsy wall and that deal." he muttered.

Just then, an idea sparked into his processor.

"Of course… if no one knows I decided to explore, no one can say we broke the deal." Bumblebee mused.

Whistling slightly, he began surveying the hangar, trying to find the best place to sneak out through. As he scanned the area, he noticed a hatch in the side. It was a bit small, but when he tested it, it opened just fine.

"It's too small." he lamented before remembering an important fact. "At least… for my robot mode."

…

That night, the Autobots powered down for some rest and the humans retreated for some rest of their own. Once he was sure everyone was asleep, Bumblebee made his way to the hatch and transformed into vehicle mode. He rolled through the hatch, transforming into robot mode once again. His vents hissed as he cycled fresh air through his system, sighing in relief.

"Man it feels good to be free." Bumblebee let out. "Now, let's see what this new world has to offer."

…

Meanwhile, Sari was in her room, getting ready for bed. As she prepared to turn off her lights, she caught sight of Bumblebee down below. She gasped, rushing over to the window and pressing her face against the glass.

"Did that car just turn into a robot?" She questioned excitedly. "Awesome."

Now far too excited to sleep, Sari grabbed her shoes and threw a jacket on over her nightgown, rushing out of her room. She knew that her dad was most likely asleep in his lab, and her security key could easily get her out of the building. In fact, it only took a quick elevator trip and a swipe of her card to get her outside.

Bumblebee meanwhile continued walking around, admiring the big city before him.

"Gotta say, for organics, these guys know how to make a city." Bumblebee commended. "Wonder what kind of wheels they got around here?"

As he rounded a corner, he found himself in front of the main doors of Sumdac Tower. There, he found Sari just staring at him, her eyes sparkling with joy. Bumblebee's system stalled, terror freezing his circuits.

"Yikes!" He let out, backing away.

"Wait!" Sari called out. "Don't go!"

"I'm sorry!" Bumblebee told her, sounding panicked. "Please don't report me! If you organics don't scrap me, my superiors will! I-I'll go back to the hangar right away!"

"It's okay." Sari assured him. "I promise, I'm not gonna tell on you."

"You… you won't?" Bumblebee replied, confused.

"You can trust this face, can't you?" she replied, flashing him an innocent and disarming smile.

Deciding to trust her, Bumblebee relaxed, crouching down so he could see her better.

"Thanks slightly smaller organic." He told her. "You're really saving my fender. I'm Bumblebee."

"I'm Sari." she introduced.

"Oh, don't be." Bumblebee replied. "I like my name."

"No, I mean my name is Sari." she corrected. "S-A-R-I. What are you?"

"I'm an Autobot." Bumblebee answered.

"Auto-what?" Sari repeated, confused.

"Auto-bot." Bumblebee enunciated. "Short for Autonomous Robotic Organism."

"So… you're a living robot." she pieced together. "That is so cool. What can you do? You got any weapons? Can you fly? Did my dad build you? Were you on that ship?"

"Whoa whoa." Bumblebee cut off. "Slow down a bit. I live for speed and even I'm having a hard time keeping up."

"Sorry." she apologized. "It's just, I;ve never seen anything like you. I wanna know all about you!"

"Well if it makes you feel better, I've never been to an organic world before." Bumblebee replied, an idea forming. "Tell you what, you show me around town, and I'll tell you what you wanna know."

"You gotta deal!" Sari declared before falturing. "Just one problem: even in the robotics capital, you kinda stand out like a sore thumb. You need to blend in."

"Right…" Bumblebee agreed. "But if I come back with an earth based vehicle mode, I'm scrap metal for sure."

"Earth based…. Vehicle mode?" Sari repeated in confusion.

"Oh, right." He realized. "Let me show you."

He then transformed into his cybertronian vehicle mode.

"We Cybertronians have the ability to transform into vehicles." Bumblebee explained.

Sari's eyes were sparkling once again as she grinned.

"That… is… AWESOME!" She cheered. "You do look a bit different from normal cars, but I'm sure we can pass you off as a custom model."

"Sounds good to me." Bumblebee replied. "And I have enough room for you to ride inside."

He opened up his interior compartment and Sari climbed in.

"Alright Bumblebee, what do you want to see first?" she asked.

"Everything." he answered.

…

The next few hours were spent driving all around Chicago, Sari showing him the sights and acting as his tour guide. They ended up losing track of time, not noticing until the sky began to lighten.

"Aw man, it's morning." Sari yawned. "We were out all night."

"All night?!" Bee exclaimed. "Scrap! I gotta get back!"

He quickly put it into overdrive, shooting back towards the hanger.

…

Bumblebee sped into the hanger and through the shaft quicker than he'd ever driven before. He came screeching to a halt, transforming into robot mode and slamming the hatch shut hard enough to dent the metal. He sighed in relief, grateful to have managed to get back safely. That's when he felt a knocking on the inside of his chest plate.

"What the…" he let out before remembering. "Sari!"

He opened his plates and Sari pulled herself up, draping herself halfway out of his chest.

"I think I threw up on your upholstery." she groaned.

"You?" Bumblebee let out. "Aw man, Arsenal's gonna kill me."

He pulled her out and set her down, giving her a moment to breathe. Once she'd regained her senses, she turned to him.

"Can't you just open the service door and let me out?" she rationalized.

"Oh… right." he muttered, feeling a bit foolish. "Forgot about that."

He went to open the hatch again, but found that he couldn't. It was jammed. He tried again, but when he saw the metal buckle in his grip, he stopped.

"I can't get it open." he reported. "And if I force it open, I'll get my entire team in trouble."

"And if I'm caught in here, I'll get in trouble with my dad..." Sari lamented.

"Yeah… what's a dad?" Bumblebee replied.

"He's _my_ superior." She answered. "And he'll ground me for a month when he learns I snuck out, much less with an alien car robot."

"Well then, there's only one thing to do." Bumblebee declared.

"Tell the truth and beg for mercy?" Sari guessed.

"What, are you crazy?" Bumblebee replied. "I was gonna say we keep you hidden until I find a way to get you out of here."

"Hide?" Sari questioned. "Where?"

"In the ship's cargo hold." Bumblebee rationalized. "There's so much stuff back there, nobody will ever find you."

Before Sari could say anything, Bumblebee heard the sound of his team powering up. Panicking, he grabbed Sari, hiding her behind his back as he rushed inside. He tried to get to the cargo hold, but saw Orion wandering out of his quarters. Thinking fast, he threw Sari down a maintenance hatch, one he knew led to the cargo bay and flashed Orion a smile similar to the one Sari had given him the night before.

"Morning Orion!" he greeted.

"Bumblebee, you're up early." Orion noted.

"Couldn't stay in sleep mode." Bumblebee replied. "Getting kinda restless staying here, you know?"

"Don't worry." Orion reassured. "This arrangement won't last forever."

"Right." Bumblebee agreed, trying to keep the nervousness out of his voice. "Just… need to be patient… and not do anything to screw this up."

...

Sari slid down the maintenance hatch, landing hard in the cargo bay. She sat up, rubbing her butt before standing up.

"Thanks alot, Bumblebee." she muttered. "Not all of us have shock absorbers."

As she looked around the cargo bay, she caught sight of something glowing off to the side. She turned towards it, slowly walking towards it like a moth drawn to a flame.

…

Back in Sumdac Tower, Isaac Sumdac was looking everywhere for Sari, to no avail.

"Sari!" He called out. "Sari! Where are you?!"

He walked over to the front desk, where a robotic secretary sat waiting.

"Have you seen Sari?" He asked.

"No I haven't, dollface." The secretary bot replied, her voice sounding like a cheesy 1950's jersey accent.

Sumdac sighed.

"Sir, is everything alright?" One of the scientists asked as he walked inside.

"No." Isaac replied. "Sari is missing. I can't find her anywhere."

"I'm sure she's probably chasing that little robotic dog you made her around." the scientist assured him. "She'll turn up when she's hungry."

"I suppose…" Isaac responded.

"Besides, we need you down in the lab." the scientist insisted. "We're working on the self-replication process on the nanobots and we need your expertise."

"Right, I'll be right there." Isaac replied, still a little distracted.

…

Down in the lab, Isaac's mind was still on his wayward daughter, making his work in the lab sloppy. He kept knocking over containers and miswriting calculations as he worked. The scientists were growing worried, especially when he grabbed the wrong container of nanobots.

"Umm, sir?" One questioned. "Maybe you should let us handle this after all."

"No no, I am fine." Isaac insisted. "Let's get to it, shall we?"

"But sir," the scientist tried to explain. "Those are the-!"

Just then, the nanobots began to spark and fizz, bubbling out of their container like a volcano erupting.

"What on earth?" Isaac let out.

"Sir, that was a defective batch of nanobots!" The scientist told him. "The cells are growing out of control!"

The nanobots then began spreading around the lab, absorbing everything in sight. The mass of nanobots began growing exponentially, even absorbing other containers of nanobots.

"They're absorbing other nanobots!" The scientist let out.

"Sound the alarm!" Isaac ordered. "Evacuate the building, now!"

…

Back in the ship, Sari moved closer and closer towards the Allspark container. She couldn't explain why she was so drawn to it, but she continued walking towards it regardless. Instinctively, she put a hand on it, causing it to open up and reveal the Allspark itself. The massive orb of energy shot out some kind of beam at her, scanning her from the head down. Once its scan was complete, it began showing her images at a rapid pace, as if trying to communicate with her. Once this rapid slide-show was over, Sari was left more confused than ever.

"Okay… did we just have a conversation?" she asked.

A second beam of light shot out, this one directed at the security card hanging around her neck. The card shifted and morphed, becoming more mechanical, slightly bulkier, and taking the shape of a large key. The light died once more, leaving Sari to look at her transformed key.

"Umm… what did you just do?" she questioned.

"What's going on in here?!" Ratchet's voice called out.

Sari squeaked, turning around to see a perturbed Ratchet glaring down at her. Before she could do anything, he grabbed her by her jacket, holding her up to eye level.

"I knew better than to trust you organics to keep your word." He snarled. "You just couldn't keep your grubby servos off the Allspark."

The other Autobots came running in, with Bumblebee panicking at the sight of Sari in Ratchet's grip.

"Ratchet, what's going on?" Arsenal questioned.

"I found this thing snooping around the Allspark." He declared, holding out Sari. "I told you this was a bad idea!"

"I wasn't snooping!" Sari insisted. "It just started glowing, then it tried talking to me, and then you came in and started yelling at me!"

"Talking to you?" Orion repeated. "Why would the Allspark speak to you?"

"Or at all for that matter?" Bulkhead added.

"I don't know." She admitted. "But I promise I wasn't doing anything to it. I wouldn't even know what to do. I'm just a kid."

"What's a kid?" Bulkhead questioned.

"It's the organic equivalent of a protoform, or a bot recently off the assembly line." Bumblebee answered.

"Is that so?" Arsenal questioned. "And how do you know this, Bumblebee?"

"Uh… lucky guess?" Bumblebee tried to reply.

Just then, an alarm started sounding, drawing everyone's attention.

"We'll discuss this later." Arsenal decided. "Something's going on outside."

Everyone rushed out of the ship to the doors of the hanger. They looked out to see the massive nanite creature attacking, optic sensors going wide with shock. Ratchet just about dropped Sari, but Bumblebee quickly caught her.

"What the slag is that thing?" Bumblebee asked.

"It looks like my dad's nanobot project." Sari voiced. "But I don't think he's made that many..."

"The organics might be in trouble." Prowl surmised. "They could use our help."

"Why should we help them?" Ratchet snapped. "In case you forgot, those organics don't trust us."

"Whether they trust us or not is irrelevant." Prowl insisted. "We must do something."

"And what if the organics get mad that we left the hanger?" Bulkhead questioned. "What then?"

"We can't just stand here!" Bumblebee exclaimed. "Boss Bots, please!"

Arsenal looked genuinely torn, looking between her crew and the carnage occuring outside. Unsure of what to do, she turned to Orion.

"What do you think we should do?" She asked.

"Me?" Orion let out.

"You're co-commander of this unit." Arsenal reasoned. "You have just as much say as I do. Whatever you decide, I'll back you."

"Please..." Sari begged. "My dad could be in there. You have to help him."

Orion paused, looking at Sari then at the crew. He then steeled himself.

"Autobots are designed to protect life, whether organic or cybertronian." He declared. "If we turn our backs on those people in need, how can we call ourselves Autobots?"

"Your orders, commander?" Arsenal prompted.

"We protect the humans and stop that monster." Orion replied. "No matter what."


	3. Fresh Start

Emergency crews swarmed on Sumdac systems, firefighters pulling scientists and civilians out of harm's way. Police cordoned off the area as swat units prepared some heavy artillery to combat the threat. The last to arrive was Captain Carmine Fanzone, leader of the Chicago PD's major crimes unit. He got out of his car, a nice, if somewhat filthy chevy camaro, and looked over the scene, shaking his head.

"This is why I hate machines." he declared before pulling a bullhorn out of his back seat. "Alright, SWAT units, drive that thing away from civilians! Emergency crews, let's get those people evacuated now!"

Officers laid down some cover fire on the massive nanite monster as others ushered everyone to safety. Two officers literally had to drag Isaac Sumdac out, the scientist struggling to get back into the building.

"My daughter might still be in there!" he cried out, reaching frantically to the destroyed building. "Sari! Sari!"

His shouts were drowned out by the creature reaching out and grabbing two police cars, literally eating them and growing larger. The officers retreated, still firing on it as it continued moving forward.

…

The hanger doors were easily ripped open, providing the Autobots with access to the outside world. From there, they could see an army of emergency vehicles surrounding the area.

"We need to get out there and stop that thing." Arsenal decided.

"Commander, wait." Orion spoke up. "If we go out there chargers blazing, we could endanger civilians and make the situation even more dangerous."

"Good call." Arsenal admitted. "What do you suggest?"

"There are several emergency vehicles out there." Orion noted. "We can take on their appearance and move through the crowd undetected."

"Robots in disguise?" Arsenal mulled over. "I like it."

"What about Arsenal?" Bumblebee questioned. "I don't see any-"

Just then, a trio of jets flew out towards the beast, firing upon it.

"Nevermind." Bumblebee amended.

"That'll do." Arsenal remarked. "Everyone, scan a vehicle."

Each bot quickly scanned one, Bulkhead getting a massive armored car, Bumblebee getting Fanzone's camaro, Prowl getting a police motorcycle, Ratchet getting an ambulance, Arsenal getting one of the jets, and Orion getting a firetruck. They all transformed, admiring their new forms.

"Not bad." Bumblebee remarked, pulling a magnetic flashing light out and sticking it on his hood.

"I'll see if I can find that Sumdac human and figure out what exactly we're dealing with." Ratchet volunteered.

"I'll stay with Sari." Bumblebee offered. "Keep her safe and ensure her dad that she's okay. It might convince him to listen to Ratchet."

"Sounds good." Orion replied. "As for everyone else, roll out!"

They all drove, or in Arsenal's case flew, out of the hanger and towards the carnage.

…

Firetrucks were shooting massive jets of water at the monster, trying to do something to it. The thing merely reached out, taking hold of the hoses and using them to pull the fire trucks into its deadly embrace. By now, just about everyone was retreating, save for Fanzone and a platoon of SWAT units.

"Bring out the big guns!" He ordered.

Officers in heavy armor came rushing forward, armed with missile launchers. They aimed at the beast as Isaac came running over.

"Captain, wait!" he begged. "You don't want to attack this creature!"

"Watch me." Fanzone told him before lifting his bull horn a second time. "Fire!"

The missiles fired, hitting the monster and getting absorbed by it. For a moment, nothing happened, save for a rhythmic beeping emanating from inside the beast. Then, the bombs went off and them thing dispersed into clumps of writhing metal.

"Well, that wasn't so hard." Fanzone remarked.

Unfortunately, that's when the beast began literally pulling itself together, much to everyone's horror. As it returned to its original size and form, the Autobots came rolling up to the scene.

"Whoa." Bumblebee let out. "That thing is a lot bigger in person."

"There's my dad!" Sari called out, pointing out the windshield at Isaac.

"On it!" Bumblebee let out, rushing over to him.

Isaac turned and saw the car speeding towards him, gasping in fright. It then stopped beside him, opening up so he could see Sari.

"Dad, get in!" she insisted.

"Sari!" Isaac exclaimed as he got in. "Where have you been?! You have no idea how worried I've been about you!"

"Yeah..." Bumblebee spoke. "Sorry about that. It was kinda my bad."

Isaac gasped as Bumblebee drove off, the two Sumdacs inside.

"You… you're one of the Autobots." Isaac realized.

"Dad, it's okay." Sari insisted. "They want to help. They just need to know what's going on and how to shut down your nanobots."

Though still reeling from the fact that he was literally inside one of the Autobots, Isaac knew they were no doubt his one chance at stopping the beast.

"The nanobots I used were defective." Isaac explained. "They identify anything that's not one of their collective or made of an unfamiliar material as an invading threat. As such, they attack without mercy, and will not stop until the threat has been neutralized."

"In this case, that means the entire city." Orion realized, listening in through Bumblebee's comms. "Ratchet, what's the best way to take this thing down?"

"A simple override command would shut this thing down and reduce it to metal shavings." Ratchet answered. "Unfortunately, all of our computer systems are still dead."

"I should be able to come up with something in my lab." Isaac replied.

"Bumblebee, transfer the Professor over to Ratchet." Orion commanded. "Those two will work on the code while the rest of us protect the civilians."

"Roger that." Bumblebee replied.

With that, Bumblebee drove off towards the tower, Ratchet following not far behind. While they drove off, the other Autobots faced the creature.

"Autobots, transform!"

On command, the Autobots transformed into their robot modes. The surrounding emergency crews all stared, the bull horn dropping out of Fanzone's hands.

"When this is over, I need to have a talk with Sumdac about his robots." he muttered.

The Autobots then charged forward towards the monster, with Arsenal firing her blasters from the air. Prowl threw both his shuriken at the monster, Bulkhead following up with a swing of his wrecking ball. The impacts did little to slow the creature down. In fact, it just absorbed Bulkhead's wrecking ball and tried pulling him in. Bulkhead panicked, digging his stabilizing servos into the concrete while trying to free his arm.

"Orion!" He called out. "I'm in trouble!"

Orion ran over and tried pulling Bulkhead free, but the creatures pull was just too great.

"Prowl, we could use a servo over here!" Orion called out.

He looked over and saw that Prowl was nowhere to be seen.

"Prowl?!" Orion yelled.

Just then, another hubcap shuriken came whizzing through the air, slicing through the cable connecting Bulkhead to his trapped wrecking ball hand. Both he and Orion ended up falling back as Prowl caught his flying projectile.

"Prowl, that's not what Orion meant by lending a servo." Arsenal chastised.

"Better that then feeding the rest of Bulkhead to that thing." Prowl remarked, catching his hubcap.

"That wasn't your call to make." Orion chastised. "We're a team, remember? We need to be able to depend on each other."

"Sorry, but there's only one bot I depend on." Prowl told him. "Me."

He then shot forward, a pair of rocket boosters on his back lending him some much needed speed. Unfortunately, it wasn't nearly enough. Though he managed to avoid three attempts by the creature to grab him, the fourth proved successful. The creature then pulled Prowl towards it, absorbing him into himself.

"Prowl!" Orion let out before activating his comms. "Bumblebee, drop off Sari and Professor Sumdac and get out here! We need backup!"

"_On my way back now, Orion._" Bumblebee answered.

…

In the tower, Isaac, Sari, and Ratchet rushed into the first lab they could access that was big enough for Ratchet. The med bot quickly plugged himself into the mainframe, accessing the nanobot files. When he went over then, he let out a curse.

"Primus these things are primitive." He lamented. "I was hoping I'd be able to send them the override signal wirelessly, but with how lowtech they are, it'll have to be uploaded manually."

"Manually?" Sari repeated. "As in, someone needs to literally inject the monster with it?"

"Exactly." Ratchet confirmed. "And that's not the worst part."

"Do I want to know?" Sari asked, already dreading the answer.

"The only way do deliver the override is to upload it directly into its central processor." Ratchet answered. "Which, according to these scans, is inside the creature itself."

"I'll work on an uploader." Isaac declared, already grabbing pieces of machinery and cobbling them together. "I'll leave the override command in your… hands."

"Right." Ratchet agreed. "I just hope the others can hold out in the meantime."

…

Bumblebee came speeding out of the tower towards the creature and the other Autobots. When he saw a distinct lack of Prowl, and that Bulkhead was down a hand, he realized just how grim things had gotten.

"What happened to Prowl?!" He asked, transforming and shooting at the beast.

"That thing gobbled him up." Arsenal told him. "I've got his life signature, but it's faint."

"Then we have to get him out of there!" Bumblebee exclaimed.

"Unfortunately, the best we can do is hold it off until Ratchet finishes the override code." Orion informed him.

As more tendrils came out, Orion sliced at them with his axe. Unfortunately, as soon as the appendage was cut off, two more grew right back. Bulkhead's remaining mace wasn't even leaving a dent, and he wasn't about to risk losing his other arm by launching it. Bumblebee's stingers and Arsenal's blasters continued firing at the creature, but their efforts were not having the slightest effect. If anything, it just made the creature madder.

"We're not even scratching this thing!" Bumblebee let out. "How much longer until Ratchet's done?!"

At that moment, Ratchet came driving towards them. He transformed mid-drive, walking a few steps with a rudimentary device in his hand.

"I got what we need right here." He announced, holding out the device. "All we need is Arsenal to-"

Suddenly, the monster shot out several tendrils that wrapped around Arsenal. She shrieked, struggling as it pulled her towards its body.

"Arsenal!" they all cried out.

Unfortunately, they could only watch as she disappeared into its body, joining Prowl inside.

"We need to get this override command into that monster now!" Ratchet insisted.

"Without Arsenal, we'd need someone small and fast to get that thing in there." Orion deduced.

They all turned to Bumblebee, who tried to shrink into his exo-frame.

"Why you all looking at me?" he questioned. "I can't do this!"

"We can do this if we work together." Orion reassured, handing him the device. "Ratchet, Bulkhead, and I will keep him distracted while you inject the code."

"Right, just one problem." Bumblebee piped up. "Do I look like a flyer?!"

"You can do it, buddy." Bulkhead reassured. "You just need the right amount of speed. And a big enough ramp."

He gestured over to a parking garage off to the side that had an open roof. Bumblebee looked at it, then sighed.

"You know, now I'm really wishing I'd stayed in the hanger." He remarked, transforming into vehicle mode and shooting towards the garage.

Ratchet activated his magnets and fired at the creature, trying to anchor him to the ground. Orion then ran towards it, extending the handle on his axe and vaulting right up to the creature's face. He gave the creature a hardy kick, but it seemed to do little as he dropped down to the ground. Before he had a chance to get up, a tendril wrapped around his leg, dragging him across the ground towards it.

"This thing doesn't quit." Orion remarked, cutting a tendril off.

This time, the tendril was quickly repaired, a second one wrapping around Orion's axe hand.

"Bumblebee, what's your status?!" Orion called out.

"_Halfway there and picking up speed!_" Bumblebee replied.

More tendrils shot out, grabbing Bulkhead. There were so many that they literally lifted him off his feet.

"_Almost there, Pax!" _Bumblebee replied. "_Just need a few more nanoclicks!"_

"Those are nanoclicks we might not have!" Orion replied.

The two bots were pulled into the beast just as Bumblebee came shooting out of the garage. He charged right over the barrier, transforming and holding the device over his head.

"Eat this you son of a-"

The beast swallowed him in a single bite, cutting him off. Seconds after he was devoured however, a bright light shined throughout the creature before it turned white and fell apart. As the now dead nanobots fell into large piles of dust, the Autobots dropped as well. They landed on the pavement hard, Bulkhead's missing hand dropping on his chest plate. He picked it up, letting out a sigh.

"I was wondering where this went." He let out.

Ratchet rushed into the dust pile, helping Arsenal to her stabilizing servos. She quickly brushed him off before helping Bumblebee.

"I'm fine." she insisted. "Go check on Prowl. He was in that thing the longest."

Ratchet nodded as he and Orion went over to Prowl, who was still lying on the ground covered in dust. As they approached, he lowered his face mask, his voice somewhat weak and staticky.

"Wh-what happened?" He wheezed out.

"Your teammates just saved your spark." Orion informed. "Still think you're the only bot you can depend on?"

Prowl went to answer, but before he could, his optics dimmed and he fell back. Orion gasped, then noticed sparking underneath the dust covering him. Brushing it off, Orion was horrified to see a massive hole in Prowl's chest plate, his spark exposed.

"Can you fix him?" Orion asked of Ratchet.

"Not here." Ratchet replied. "And with the ship's systems still offline, I don't have the proper equipment."

"What about Professor Sumdac?" Bumblebee asked. "Considering we just stopped his giant monster, he's sure to let us use some of his stuff."

"It's our only option." Arsenal decided. "Bumblebee, Ratchet, load him onto Orion carefully. Bulkhead, you worry about your severed servo for now."

"Too late for that." Bulkhead replied, looking at Prowl.

Orion transformed into vehicle mode, ditching the fire truck attachment so he was basically a semi-truck. Ratchet and Bumblebee loaded up Prowl as best they could, being extremely careful not to jostle him. While they did that, the emergency crews from began gathering once more. A few began lifting their missile launchers, but Fanzone held out a hand.

"Stand down." He commanded.

"But sir," one of the officers interjected. "Those robots-"

"Just saved Chicago from a potential disaster." Fanzone interrupted. "Besides, they got wounded. Let them pass."

The officer obliged, lowering his weapon as the Autobots made their way towards Sumdac tower.

…

Upon seeing the state of the Autobots, Isaac willingly handed over control of his lab to Ratchet. He even offered his assistance, repairing Bulkhead's severed hand and allowing Ratchet to focus all his energy into saving Prowl. Sari stood off to the side with Bumblebee, Orion, and Arsenal, the four of them watching in worry.

"Is Prowl… is he gonna be ok?" Sari asked.

"Well he's not ready to join the Well of All Sparks, if you know what I mean." Ratchet answered.

Sari turned to Bumblebee in confusion.

"When we go offline, our sparks are sent to the Well of All Sparks." Bumblebee explained.

"So robots have a heaven." Sari surmised. "Wow."

"Yeah, I suppose." Bumblebee replied.

After a minute, Isaac looked up from his work on Bulkhead's hand, wiping his brow.

"There you go." He said. "How does that feel?"

"Better." Bulkhead replied, closing his hand over and over. "Thanks."

"I only wish I could do more." Isaac lamented, glancing over at Prowl.

Ratchet continued working with Prowl, taking some jumper cables from his chassis and hooking them up to Prowl's circuits.

"Circuit damage is worse than I thought." Ratchet reported. "I don't know if I can stabilize him."

As he said this, Sari's key suddenly began to glow. It pulled her forward, eliciting a yelp from her as she struggled to stay on her feet. Once she reached where Prowl was laying, the key turned around her neck, aiming right at the massive hole in the ninja-bot's chest.

"What's it doing?" Bulkhead asked, gesturing to Sari.

"I'm not an 'it', I'm a 'she', and it's not me." Sari insisted. "It's the key. I think… I think it wants to help Prowl."

The Autobots all looked at each other in confusion, then Orion bent down and picked up Sari. He placed her on Prowl's chest plate, then stepped back. Taking that as a 'go ahead', Sari allowed the key to pull her closer to Prowl's wound before slipping it off her neck. It began to glow, the end shifting until it was a perfect match for a slot in Prowl's chest. Closing her eyes and turning away, she slid the glowing key into the slot, giving it a turn.

Suddenly, Prowl's entire form was glowing. Sari pulled the key out in shock at the ninja bot's body began to pull itself back together. Metal stretched out to cover the wound, wires connected, and his optic sensors brightened. Everyone's jaw hinges nearly came undone as Prowl sat up, completely unscathed and without any sign he had ever been wounded.

"What… what just happened?" Prowl asked.

"I think this organic just saved you." Orion answered, though his tone was anything but sure.

"How?" Arsenal questioned. "The only thing capable of such instantaneous change is-"

"The Allspark." Ratchet finished for her. "Somehow, that key has been charged with Allspark energy itself."

"Now I see why you were so protective of it." Isaac realized.

"Yeah." Bumblebee agreed. "Now what? Are you going to send us back to the hanger?"

Isaac shook his head.

"No." he replied. "I have a far better option in mind."

…

Later, the Autobots were assembled in front of a large collection of reporters, both human and robotic. Cameras were flashing wildly as Isaac addressed them all.

"Today, I would like to extend my personal thanks to the Autobots." Isaac announced. "Who's heroic efforts saved our fair city from almost certain devastation. On behalf of the city of Chicago, and the entire human race, I am proud to say thank you and welcome."

The Autobots all stood there, accepting the massive applause from everyone in attendance. Orion subtly turned to Arsenal and Ratchet, whispering quietly.

"Is this what being a hero was like after the war?" He asked.

"Not all of us were accepted as heroes." Arsenal answered.

"And the Decepticons didn't leave us much to cheer about." Ratchet added.

"And now, I would like to extend an extra thank you to the leader of this band of heroes, Orion Pax." Isaac continued, much to Orion's surprise. "His decisive leadership and quick thinking saved not only my life, but my daughter's and the entire cities. Chicago couldn't ask for a more capable bot."

Arsenal put a hand on Orion's shoulder, her face plate beaming.

"I couldn't have put it better myself." she agreed.

"But I'm not the leader of this team." Orion whispered. "Where did they-"

He then processed her words, as well as the meaning behind her smile.

"But why?" Orion asked.

"Because this planet is a golden opportunity for all of us." She explained. "We have a clean slate, a chance to be judged on what we do now as opposed to our past."

Orion considered this and vented in submission.

"I suppose…" Orion replied. "But I still don't know about this. Zeta Prime said that we weren't heroes."

"Well, I don't see Zeta Prime here, do you?" Arsenal challenged.

"Well… no." Orion replied.

"Then don't let what he said bother you." Arsenal insisted. "You are a hero."

Orion let those words sink in as he faced the crowd once more, wondering if he truly deserved the title.

…

A few days after the nanobot incident, the Autobots were milling about the hanger. They had returned after the press conference, though this time the doors were left wide open for them, a clear invitation to come and go as they pleased. It also meant that Sari could visit them whenever she wanted, something she was taking advantage of. While she would occasionally lend the services of her key to getting the ship's systems back online, she spent most of her time hanging out with Bumblebee. On her latest excursion riding inside Bumblebee's vehicle mode, she told him to pull into a local fast food place called Burger Bot.

"This is how we humans 'fuel up'." she described before sticking her head out the window to speak into the drive through. "I'd like a big bot burger, a large fry, and a chocolate robo shake please."

"_That'll be $10.95."_ an automated voice declared. "_Will that be cash or credit?_"

"Credit." Sari answered. "Sumdac, Isaac."

The fast food sign suddenly opened up, revealing it to be a massive robot, one that produced Sari's desired meal for her to take.

"_Credit accepted. Have a burger-ific day._"

Sari snagged her food, smiling.

"Now that I've got my fuel, let's swing by the hanger." She insisted. "We need to pick up the others."

"Right." Bumblebee replied, driving off. "Why exactly do we need the others?"

"Just trust me." Sari insisted. "You'll love it."

…

At an abandoned assembly plant, the Autobots were escorted inside by an excited Sari. She was grinning from ear to ear as she showed them around.

"I figured you guys wouldn't want to spend the rest of your stay on Earth cooped up in that hanger." She rationalized. "Sure it's okay for repairing your ship, but you're gonna need a home base. That's when I remembered this place. My dad got it in a merger years ago. He doesn't even know he owns it."

"It's certainly… remote." Arsenal said tactfully. "No one will think to look for us here."

Bulkhead simply fell back in a pile of metal, ready to lounge.

"Anywhere where I can power down for a few nanoclicks is ok by me." He commented.

"Thank you, Sari." Orion told her. "I'm sure with a little repair work, we can make a proper base out of this building."

"Plus, this way we all have our own space." Bumblebee pointed out. "I finally don't have to share a quarters with Bulkhead!"

"Hey!" Bulkhead let out.

"Sorry big guy, but things can get cramped bunking with you." Bumblebee admitted. "Now if you'll excuse me, I'm gonna pick out my new room."

He quickly transformed into vehicle mode, zooming into the plant.

"Hey!" Bulkhead shouted taking off on foot. "Wait for me!"

Prowl wandered off, finding a room that was mostly taken up by a massive tree. He stared at it, his optics zooming in on a small nest tucked into one of the branches. In the nest, several small birds tweeted and whistled, snuggling up against their mother. Prowl gasped in wonder as Sari came walking in.

"Oooh, I didn't realize this tree was here." she said with a wince. "Maybe you can cut it down and use the wood to fix the roof or-"

"No." Prowl cut off. "I like it this way."

Sari looked confused, but just shrugged and walked off, leaving Prowl to admire the tree. As he did that, Ratchet dropped a crate full of tools and supplies he'd salvaged from the ship. He looked around the plant, his brow furrowing in annoyance and exasperation.

"Terrific," Ratchet griped. "This place is gonna need a ton of work if it's gonna be a proper base. And guess who's gonna do all the hard work?"

"Easy there, Ratchet." Arsenal told him. "We're all gonna pitch in for the repairs."

"Besides, this is only temporary." Orion assured him. "Once Teletraan One is operational once again, we'll be headed back to Cybertron."

"In case you've forgotten, Pax, Teletraan One is nowhere near close to operational." Ratchet pointed out bitterly. "It'll take quartexes to get that ship airborne again, much less fit for space travel."

"Come on, Ratchet." Orion insisted. "Look on the bright side. The organics welcome us with open arms, and there are no Decepticons in sight."

…

Meanwhile on Earth's moon, something massive connected with the dark side, kicking up a massive cloud of space dust. As the dust settled, the source of the disturbance was revealed to be none other than the Nemesis. The ship was in horrible shape, and it didn't take an engineer to know that the ship would not be leaving the moon again. Onboard the ship, the Decepticons pulled themselves to their stabilizing servos.

"What happened?" Starscream demanded. "Where are we?"

Soundwave pulled himself over to the controls, which were just barely functioning. He activated the computer, bringing up navigation.

"Organic planet." He reported. "Far side of solaris galaxy."

"Bah, an organic world." Starscream scoffed. "Just perfect. We manage to finally take control of our careening vessel, only to end up stranded on the other end of the galaxy in a ship that doesn't work!"

Just then, Soundwave noticed something on the computers.

"Allspark energy detected." He shared.

"The Allspark? Here?" Starscream let out. "Where?!"

"Organic settlement." Soundwave replied, checking the computer. "Autobot signatures matching that of assailants who engaged Lord Megatron."

"Those lowlife glitches are still online?!" Lugnut screamed. "They will suffer for what they did to our master!"

"Patience, Lugnut." Starscream told him. "We'll deal with them in time. But the Allspark takes precedence. Soundwave, dispatch your pets to see how well secured the Allspark is with these Autobots."

"Understood." Soundwave replied before opening up a compartment in his chest. "Laserbeak, Ravage, Rumble, eject. Operation: intelligence."

From the compartment sprang three smaller bots. One was shaped almost like a bird, another a jungle cat, and a third like a much smaller bot. The three transformed into drones, then flew out of the ship towards an unsuspecting Earth.


	4. Return of the Cons

On a busy Chicago street, traffic was so bad that everything was at a stand still. This situation didn't sit well with many of the citizens caught in the jam. One guy even rolled down his window, leaning out of the car and shaking his fist.

"Move it!" He shouted. "For crying out loud, I could walk faster than this!"

"Hey, that's not a bad idea." Bulkhead's voice replied.

With that, Bulkhead transformed into robot mode and just walked down the street, much to the shock of many stunned drivers.

…

In the park, Prowl was looking around at the many trees that filled the area. He could see children playing on a playground, others climbing trees or simply chasing each other. He was standing so still that many birds landed on him, using him as a perch. One turn of his head was enough to send them all flying off, though he was surprised to find several white splotches on his frame, evidence of the birds using him as a bathroom.

Off to the side, Arsenal and Orion were sitting on a hill with Sari. They too were watching the children, Orion taking particular interest in a baby being carried by his mother. As he eyed the baby, he began speaking, drawing Arsenal and Sari's attention.

"The Autobots are programmed to respect the source of all life, and protect it at all cost." Orion shared. "For us, that's the Allspark. But you organics are life as well, so we're designated to protect you too. But something doesn't add up to me."

"What's that?" Sari asked.

"How is it you're able to make these… smaller organics?" Orion asked, pointing towards the baby.

Sari smirked, then began climbing up his arm. Arsenal saved her the effort, gently picking her up and placing her on Orion's shoulder. Once there, Sari whispered in Orion's audio resepter. The information he was told caused his optics to go wide. Arsenal looked confused.

"What?" She asked. "How are they made?"

"I… do not wish to repeat." He answered, his internals fans clicking on as he tried to cool his systems.

He then set Sari back on the ground before transforming and driving off.

"What was that about?" Arsenal asked.

Sari shrugged.

"I dunno." she answered. "Guess he couldn't handle the truth."

…

Back at the base, Bumblebee was in the midst of hooking up a large TV in the main part of the base. Once he was certain it was centered on the wall, he turned back to a massive couch he'd assembled from concrete blocks. He then sat down and picked up the remote for the TV, turning it on. Almost immediately, Ratchet confiscated the remote, turning it back off.

"Just what do you think you're doing, kid?" He questioned.

"Testing our new entertainment system." Bumblebee replied, snatching back the remote. "And it will be incomplete until I check all 5,486 channels Sari provided for us."

"The 'entertainment system' is not a priority." Ratchet snapped. "Besides, we still have to get the medical bay set up, as well as get back to the hanger and begin the repairs."

"Ugh, fine." Bumblebee relented, getting up. "Honestly, you'd think we'd get at least some semblance of a break."

"There's no rest for the likes of us." Ratchet lamented. "Such is the lot of 'heroes'."

"Fun." Bumblebee grumbled as he and Ratchet transformed and drove off.

…

Flying above the city, Ravage, Rumble, and Laserbeak continued their search for the Autobots. Their search led them to Chicago, where they spread out to cover more ground. They kept their scanners open for Autobot signatures, which bore fruit for Laserbeak. He managed to find not one, but two signatures, quickly banking to trail them. He cawwed in response, signaling Ravage and Rumble. They quickly banked as well, following not far behind.

…

Bumblebee and Ratchet continued driving down the street, making their way towards the hanger. As they were driving, Ratchet caught a glimpse of something in his rear view. He adjusted the mirrors, cursing when he got a better view.

"It can't be..." he let out.

"What is it?" Bumblebee asked.

"Kid, when I say go, I want you to put it in reverse and get the heck out of here as fast as you can." Ratchet insisted. "And whatever you do, do NOT go back to the hanger, or the base."

"Doc, what are you-?"

"GO!" Ratchet yelled.

Bumblebee immediately slammed into reverse, shooting backwards down the street. He paused for a brief moment to skid through a 180 before jamming into drive. He shot down the street, and immediately, one of the drones broke off to follow him. The other two continued their pursuit of Ratchet, who whiched on his sirens so he could bypass traffic.

"Arsenal!" Ratchet called out. "We have a situation here!"

"_I read you, Ratchet._" Arsenal replied. "_What's going on?_"

"Your statement about there being no Decepticons on this planet were just proven false!" Ratchet explained. "I'm being pursued by two of Soundwave's drones!"

"_What?_" Arsenal exclaimed. "_How can you be sure?_"

"Positive!" Ratchet confirmed.

"_I'm en route now._" Arsenal declared. "_Lead them away from civilians as best you can!_"

"Already working on it!" Ratchet replied.

Ratchet then sped off, with the two drones still maintaining pursuit.

…

Bumblebee continued speeding along the highway, burning rubber the entire time. The third drone kept on his fender, determined to keep up with the speeding yellow racer.

"Okay, I don't know who you are, but you are clearly not a friendly!" Bumblebee shouted.

Bumblebee decided to transform and shoot at the pursuing drone. The drone easily dodged his shots, then began firing back at him. Bumblebee quickly rolled out of the way of the blasts, transforming once more and driving off.

"Orion!" He cried out into his comms. "I'm in trouble! There's this weird thing after me that spooked Ratchet, and I think it's trying to kill me!"

"_I'm aware of the situation." _Orion replied. "_Arsenal's helping Ratchet, and I'm on my way to you."_

"Please hurry!" Bumblebee begged. "I'm too young to go offline!"

"_Hang tight Bumblebee." _Orion reassured. "_Help's on the way."_

…

Ratchet continued driving at top speeds to avoid his pursuers. the trailing drones. He was beginning to get tired, and he was sure if he kept up these speeds much longer, he'd end up frying a circuit.

"C'mon Arsenal, where are you?" he questioned.

Suddenly, Prowl's motorcycle form came zooming around a corner, leaping onto a nearby car and soaring into the air, transforming and throwing a hubcap at one of the drones. The impact caused the drone to drop to the ground and transform into Rumble. Ratchet came skidding to a stop, transforming and glaring at Rumble

"I knew it." He snarled. "That means the other one must be-"

Arsenal came charging out of the sky in robot mode, tackling the other drone into the street. When they hit, the drone transformed, revealing Laserbeak. The bird based con shot at Arsenal, forcing her to roll out of the way.

"Laserbeak." she sneered. "I always hated you."

"Well we ain't so fond of you." Rumble threw back.

Arsenal just activated her guns, an action matched by Ratchet's magnetic attachments and Prowl's hubcaps. Rumble responded by forming two massive pile drivers on each hand. He then knelt down and began slamming them into the ground. The resulting impacts caused the ground to shake, and the Autobots to be destabilized by the resulting tremors. Ratchet gained enough

"Oh no ya don't!" Ratchet shouted.

He aimed his magnets at Rumble, using them to pull the drone up into the air. Once he was off the ground and the Autobots were stabilized, Arsenal took her shot. Rumble dropped to the ground with a thud. Laserbeak swooped down and picked him up before taking off.

"He's getting away!" Prowl shouted.

"Let them go." Ratchet insisted. "We need to find Bumblebee. If Laserbeak and Rumble were here, that means the kid's got Ravage on his tailpipe!"

…

Back with Bumblebee, he kept trying every trick he knew to try and lose his tail. As he reached the docks, he came to a stop seconds before hitting the water. He transformed, looking at the drone nervously. It swooped down, transforming into Ravage,.a cat-like transformer which began stalking towards him.

"Nice kitty..." Bumblebee let out, backing away until his reached the very edge of the pier. "You don't have to do this..."

Ravage just growled as he leaped towards him. Before he could tackle though, Bulkhead's wrecking ball knocked him aside, sending him crashing into the other pier. Bumblebee watched him fall, then followed the wrecking ball back to Bulkhead.

"Nice timing, big guy!" He called out.

"Anytime." Bulkhead replied, retracting his hand. "What is that thing?"

"A Decepticon? Maybe?" Bumblebee answered. "But… I've never seen one like that before."

"It's certainly smaller than Megatron, that's for sure." Bulkhead replied.

"Though the cat thing is surprising." Bumblebee tacked on.

Ravage charged towards them as they were talking. As he leapt towards them, Orion's grappling line shot out and grabbed him by the leg, dragging him to the ground. Ravage fell hard, roaring indignantly and clawing at the cable.

"Orion, do you know what this thing is?" Bulkhead asked.

"His name is Ravage, and he's a drone for the Decepticon Soundwave." Orion answered. "If he's here, then we're not the only Cybertronians on Earth."

"But… that's impossible!" Bumblebee exclaimed. "The only Decepticon that followed us through that Space Bridge was Megatron, and he was turned into a fireball somewhere over Cleveland!"

"Maybe, but the evidence shows otherwise." Orion replied, gesturing to Ravage.

Ravage finally managed to free himself, getting up and taking off.

"He's getting away!" Bumblebee called out.

"We won't catch him." Orion insisted, activating his comms. "Ratchet, Prowl, Arsenal, you bots alright?"

"_We're fine._" Ratchet assured him. "_Can't say the same for Laserbeak and Rumble, but I doubt they'll be gone for too long._"

"_Ratchet's right._" Arsenal agreed. "_They were a scouting party. Once they report back to Soundwave, every Decepticon on the planet will know we're here._"

"You mean we're gonna have to fight Decepticons, plural?" Bumblebee realized. "As in more than one?"

"Unfortunately." Orion lamented. "Let's convene back at base. This could be trouble."

…

Back on the moon, the drones returned to the remains of the Nemesis, Rumble still in the clutches of Laserbeak. The three plopped onto the ground, showing their damage to a surprised Soundwave.

"What happened?" He questioned. "Report."

Laserbeak opened his beak, showing off a holographic display of what he had witnessed. Ravage did the same, and after a moment, Rumble followed suit. It showed all six Autobots, giving Soundwave and the approaching Decepticons a clear view of their enemies. As they watched, Starscream scoffed at their pathetic fighting.

"It seems your drones have gotten rusty if they suffer such damage at the hands of such inept fighters." He sneered.

"Incorrect." Soundwave replied. "The Autobots possess some training. Fighting styles suggest Elite Guard Academy."

"I recognize that one." Blitzwing spoke up with his logical face, pointing at Ratchet. "He's the med-bot they put in charge of Project Omega."

"Impressive." Starscream commended. "But the others seem to be little more than barely trained protoforms."

"Not that one." Black Arachnia corrected, pointing at Orion. "I've dealt with this one. He's crafty."

Lugnut then focused his sole eye on one figure in the group, grinding his jaw hinge in anger.

"Look!" he shouted. "It is her! The traitorous glitch who dared to turn her back on our glorious leader!"

"Well well." Starscream let out. "Now we're getting somewhere."

He turned to Soundwave, taking control of the situation.

"Get your drones down to Knockout in Medical." He commanded. "Hopefully he can pound the dents out of them."

The drones made to walk off, but Ravage paused as if remembering something. He opened his mouth again, activating a hologram of Bumblebee alone.

"_The only Decepticon that followed us through that Space Bridge was Megatron, and he was turned into a fireball somewhere over Cleveland!_"

The Decepticons were dumbstruck upon hearing that. Lugnut just let out a roar of fury.

"They lie!" Lugnut cried out. "Megatron is indestructible! He could not have been defeated by a group of puny Autobots!"

"I don't wish to believe it either Lugnut," Starscream replied. "But if Megatron were truly online, wouldn't he have contacted us by now?"

Blitzwing switched into his rage face, shaking his fist.

"Disgusting Autobot!" He shouted. "I will pound them into scrap metal for what they've done!"

"Indeed." Starscream agreed. "But all of us going down at once would be a touch excessive. Plus it would show just how many of us there are on this planet. I will go down and deal with these Autobots myself."

"And make them all suffer, in the name of Megatron!" Lugnut shouted.  
"Oh, naturally." Starscream replied before transforming and taking off.

Soundwave saw Starscream fly off and began questioning his intentions.

"Ratbat, eject." He ordered discreetly, launching another drone from his chest. "Operation: observation."

This drone, resembling a bat, let out a screech before flying after Starscream.

…

Back at base, Ratchet checked everyone over for damage. Thankfully, the worst he had to deal with were some worn tires on Bumblebee. While he worked, Sari came in, instantly sensing the tension in the air.

"What's going on, guys?" She asked. "You look like you've seen a ghost."

"Something like that." Arsenal replied. "Decepticons."

"Decepti-what?" Sari repeated.

"Decepticons." Orion corrected. "They're… a piece of Cybertron's past that we had hoped wouldn't find us."

"Why?" Sari asked. "What are they?"

"Like us, but evil, cruel, and want to slag us into next week." Bumblebee answered.

Arsenal put a hand on her chest plate, covering the scratched symbol on her chest.

"They care nothing for life, be it organic or Cybertronian." She muttered. "If they're here… I fear what they plan to do to this planet."

"Whatever they're planning, we'll stand against it." Orion reassured.

"How?" Bulkhead questioned. "We barely stood a chance against one Decepticon, and then three mini-cons catch us off guard."

"We weren't ready before, but we are now." Orion replied.

"I'm kinda with the big guy." Bumblebee spoke up. "We're a repair crew made up of two Boot camp flunkies, an Elite Guard washout, a grumpy ninjabot with no people skills, and two war veterans."

"That maybe true," Orion admitted, "but we're also the only thing standing between the Decepticons and the Allspark. So like it or not, we have to try."

…

In the skies above Chicago, several jets streaked through the sky, following an unidentified energy signature that came on rader.

"Uh, got an unidentified bogey on radar." One of the pilots reported.

"Think it's one of the Autobots?" another pilot asked.

"This one came from the upper atmosphere." The first pilot answered. "Maybe it's a new bot."

"What should we do, then?" a third pilot asked.

Before the pilots could respond, a blast of energy shot out and hit one of the jets, destroying it. It began going down as Starscream emerged from the cloudbank in his Cybertronian vehicle mode.

"What is this?" Starscream questioned. "Don't tell me these are some sort of flying Autobot."

"Bogey sighted!" the second pilot cried out. "Engage!"

The pilots began firing on Starscream, their blasts doing little more than singing his paint job. He grunted in pain, doing a 180 and firing on them. One plane went down and the pilot ejected, much to Starscream's surprise.

"Oh, I see." he realized. "These are primitive machines the organics on this mudball created."

Starscream then looked at the last jet, an idea coming to him. He activated his scanner, adding the jet's specs to his repertoire.

"This just might come in handy." he mused.

He then transformed, taking on the form of the jet before flying off on his Autobot hunt.

…

Down in the city, the Autobots were on patrol for any sign of Decepticon activity. Unfortunately, most of them had no idea what they were looking for, a fact pointed out multiple times by Bumblebee.

"Why are we even doing this?" Bumblebee questioned. "Do we even know what the Decepticons look like? All we've seen are Megatron and those drones!"

"Just keep an eye out for anything out of the ordinary." Orion insisted.

"Boss bot, we don't know what ordinary is for Earth yet." Bumblebee rationalized. "Plus, there are so many robots out here, we might as well be walking through Iacon."

"We can't be caught off guard when the Decepticons make their move." Orion told him. "We keep patroling."

"We know that, Pax." Ratchet assured him. "But only a third of our group would even know what to look for, and personally I don't feel comfortable exposing ourselves like this."

"It's not like we have a lot of options regarding this." Orion replied.

"Too true." Arsenal agreed. "Thankfully, the skies seem… clear..."

She paused, noticing something on her radar.

"Hold on, I got something." She reported.

"What is it?" Orion asked.

"Energon signal." she answered. "It's in the air with me. And I think it-"

Suddenly a shot rang out, a laser slicing clean through Arsenal's wing. She screamed and began plummeting downward. Ratchet saw this and sped towards her location.

"Hold on!" He shouted. "I'm coming!"

He transformed mid-drive, activating his magnets. This allowed him to catch her and slow her descent. She still landed hard, but the crash was not nearly as destructive as it could have been. She sat up, clutching her broken wing as the rest of the Autobots came rushing in.

"What happened?" Prowl asked.

"Blindsided me." Arsenal replied, hissing in pain. "It had to be a Decepticon… but who?"

"I think we'll find out in a nanosecond." Orion replied, looking up and seeing the jet flying towards them.

Everyone readied their weapons as the jet transformed in mid-air, revealing itself to be Starscream. He hovered in the air above him, his face-plate seething with malice, pride, and an ego the size of Chicago.

"Greetings Autobots." He spoke. "Prepare to perish at the hand of Starscream! Exalted leader of the Decepticons!"

"I thought that was Megatron?" Bulkhead recalled, much to Starscream's annoyance.

"Silence!" He shouted, firing on Bulkhead.

The blast knocked him back, but the massive bot quickly retaliated with a swing of his mace. Starscream flew over it before blasting at him again. Bulkhead scrambled to get out of the way as Bumblebee came screeching in. Using the tires on his heels, he zoomed around in a circle, shooting at Starscream with this stingers. These seemed to do some damage on Starscream, much to his anger and annoyance. He blasted on the road in front of Bumblebee, causing him to trip and crash into a wall. Prowl ran forward, throwing his hubcaps at Starscream. They managed to hit a weak point in between his wings, causing him to spiral out for a minute. Luckily for the Decepticon, this spinning dislodged the hubcaps, allowing him to regain control.

"Insolent Autobots!" he screamed, firing wildly on Prowl.

Prowl tried to leap around the blasts, but managed to get hit by one in the leg. He fell hard, his leg sparking and clearly malfunctioning. Starscream leveled a shot with his head, but Orion's axe came out of nowhere, connecting with his arm and causing the blast to go wide.

"You dare!" Starscream let out, aiming his other blaster at him.

He shot, sending the axe flying out of Orion's hands. He went for it, but a blast connected with his shoulder, sending him to the ground. By this point, Starscream just began cackling.

"And to think, you actually believed you were the ones to defeat Megatron." Starscream scoffed.

"Last time I checked, we did." Arsenal spat. "Orion sent him out the airlock. He burnt to a crisp."

"Only because I crippled him so even a bunch of Autobot fools could destroy him!" Starscream boasted.

"The shots from the Nemesis..." Ratchet recalled. "That was you!"

"Shoulda known." Arsenal snarled. "You've always vied for Megatron's position. How did you do it? Voice modulation chip? Convince the bridge Megatron himself ordered the attack?"

"The perfect tool to cripple your vessel and weaken Megatron to the point of guaranteed termination." Starscream bragged. "His fate was sealed before he even reached your ship."

"He's lying!" Bulkhead proclaimed, then turned to the others with a curious look. "Isn't he?"

"I'm afraid not." Ratchet answered. "I wondered why that battle seemed so easy."

"You thought that was easy?" Bumblebee asked.

"Now, die Autobots!" Starscream shrieked.

Realizing how outclassed they were, the Autobots transformed and wheeled to safety, taking solace under an overpass. There, they took a moment to catch their breath, so to speak, and try and come up with a plan.

"This guy won't let up." Bumblebee remarked.

"He's not Megatron's Second in Command for nothing." Arsenal pointed out. "He may be a cowardly, backstabbing braggart, but he's a capable fighter."

"What we need is a plan." Orion voiced. "A way to take him down once and for all."

"If my wing wasn't busted, I'd fly up there and give him a taste of my blasters." Arsenal snarled.

"We need to bring him down to our level."

"What we need to do is find a way to get the drop on him." Orion proposed. "We can lure him into a trap if we work together."

"What makes you think we stand a chance?" Bulkhead questioned. "He's a full blown Decepticon, and we're just a bunch of misfits."

"No, we're not." Prowl insisted. "We are more than what everyone says we are. If a bunch of misfits is all we were, then none of us would have survived against the nanite creature."

"Prowl's right." Arsenal agreed. "We've faced down bad odds before, and we came out on top. Besides, if we do go down, I'm going to do my damnedest to take that son of a glitch with me."

She held out her hand, palm down.

"Who's with me?" she asked

They all looked at each other for a few moments before turning towards Arsenal nodding. One by one, they added their hands. They raised them once, then got down to business.

"Alright, if we can lead Starscream towards the business district, we can use the parking garages as a staging ground for our assault." Orion strategized. "From there, we use a coordinated attack to drag him down and take him out. All we need is bait."

"I'll do it." Arsenal offered. "He hates me almost as much as he hates Megatron."

"You sure?" Prowl asked. "Your wing is still damaged."

"It'll hold me long enough." Arsenal reassured. "You guys just make sure to do your thing fast."

The others nodded in response as Arsenal went out to confront Starscream. She stepped out from under the overpass, climbing up before raising the volume of her voice modulator.

"Hey!" she shouted. "Over here you oversized exhaust port!"

Starscream growled in response, opening fire on her. Thinking fast, she transformed into her jet mode and took off, with Starscream flying after her. Her speed wasn't as great as it usually was, and she left a trail of energon in her wake as she flew. Even so, it was enough for the others to get into position.

Arsenal rounded a corner, then quickly dropped in altitude, taking cover behind a billboard. Starscream failed to react quick enough and ended up getting clotheslined by Orion's grapnel. This stopped his forward momentum and bought Ratchet a chance to grab Starscream's feet with his magnets. As Starscream was being pulled down, Bulkhead came up and swung his mace at him, knocking him to the ground. Bumblebee zipped in as well, firing his stingers quickly retaliated by blasting at him, but a hubcap whizzed through the air, jamming the weapon's barrel and rendering it inoperable.

"No!" Starscream cried out. "This is impossible!"

As he worked to pull the hubcap out, Orion ran up and struck Starscream with his axe, knocking him back. The con sat up, rubbing his head as he found himself staring up at the six gathering Autobots. A flicker of terror past through him as his voice synthesizer glitched out for a moment.

"N-no." He stammered. "This can't be happening! You're just a bunch of weaklings!"

"Says the con we just clobbered." Bulkhead remarked, pounding his fist into his palm.

Starscream looked left and right, trying to figure out a plan. After a few kliks, her merely transformed into jet mode before shooting off into the sky. Everyone braced themselves as the heat of his afterburners hit them, but it was clear who had won.

"Wow, you weren't kidding when you said he was cowardly." Bumblebee remarked.

"Good job everyone." Orion congratulated. "Something tells me the Cons will think twice before underestimating us again."

"And when they do rear their ugly faceplates, we'll be ready for them." Arsenal declared.

…

Starscream returned to the Nemesis, venting harshly as he transformed into robot mode.

"Nice work, Screamer." Black Arachnia remarked. "You really showed them."

"So much for our fearless leader!" Blitzwing's random face taunted.

"Silence!" Starscream yelled. "Just get Knockout up from medical and get me patched up!"

He stalked off in a huff under the watchful gaze of Soundwave. Once he was gone, Ratbat came flying in. Soundwave opened his chestplate and the bat-shaped drone quickly mounted itself. His chestplate closed and Soundwave's visor lit up.

"Downloading data file." he announced.

The data downloaded into his processor, including a bird's-eye view of the fight, and Starscream's entire confession. As he heard Starscream describe how he destroyed Megatron, the intelligence officer's fists clenched hard, the metal of his finger hinges screeching slightly. He silently walked off, deciding to continue his observations before taking any action.

…

Isaac Sumdac sat in his lab, watching a news broadcast about the attack from earlier, as well as the aftermath.

"_In the wake of a devastating clash of the titans, the Autobots prove themselves even greater heroes than first imagined by not only saving the city, but offering their aid in the repairs needed. When asked about their efforts, the Autobot Bumblebee had this to say."_

The screen switched to Bumblebee, who was using his stingers to weld some steel I-beams together for one of the damaged overpasses.

"_Personally, I find it a little ironic." _He shared. "_We started out with fixing bridges."_

The screen turned back to the reporter, who had a hopeful smile on his face.

"_Speaking for a grateful city, this reporter can only offer two words to our giant cybernetic protectors: Thank you._"

Isaac turned off the TV, sighing as he got off his chair, which was shaped like a massive metal hand.

"I wouldn't know where to begin thanking them." He said quietly as he made his way towards the door of his lab. "But if they ever learned the secret behind my robotics empire, would they ever forgive me?"

He prepared to leave, but glanced back one final time at his lab, focusing on something in the corner of the room. There, connected to several wires and panels across the entire wall, was the offline head of Megatron himself.


	5. Home Is Where The Spark Is

Some time had passed since Starscream's attack on the Autobots. Since then, the Autobots hadn't gotten so much as a blip on their scanners. They still maintained a constant vigil on the city, but they did it in rotations to make things easier. At the moment, it was Prowl's turn to be out on the city, though his processor was focused on something completely organic. On a branch of a nearby tree, a cat slunk slowly and carefully towards a preening bird.

"Fascinating…" He whispered.

As the cat moved in closer, some kids playing nearby took notice of the ninja-bot, instantly lighting up.

"Hey look!" One shouted. "It's one of the Autobots!"

The noise startled the bird, robbing the cat of its prey and eliciting an annoyed grunt from Prowl. Deciding he'd lingered long enough, he transformed into vehicle mode and drove off.

…

In Sumdac Tower, Sari made her way towards her father's lab, a cup of tea and some toast on a tray. She hit the call button on the door, but got no answer.

"Dad?" she called, hitting the button a few more times. "Dad, you in there?"

When she was met with more silence, she flipped on the video feature. Not surprisingly, her father was asleep on his work bench, much to her chagrin.

"Not again." she groaned.

Juggling the tray onto a single hand, she reached for her key. However, when she touched it, she remembered it was no longer the security card she was used to. She sighed, looking down at it.

"Right, forgot." She muttered. "I don't suppose you can get me into my dad's lab."

Suddenly, the key shifted into a design that matched the lock on the door. She blinked, then slowly slid it into the slot. The screen sparked and fizzed, then eventually dinged, the door sliding open to give her access. Once she pulled it free, it returned to its original form.

"Uh… thanks." She said, walking inside.

She made her way over to her dad, setting down the tray and giving him a gentle shake.

"Dad?" she said quietly. "Dad, wake up."

He slowly stirred from his slumber with a soft groan, rubbing his eyes. Sari recoiled slightly, stepping back.

"Okay, when was the last time you showered?" She asked. "Or did laundry?"

"Um… is it still Tuesday?" Isaac asked yawning.

Sari sighed, shaking her head.

"It's Friday." she corrected, picking up the tea cup. "Here, drink."

"Oh, no thank you. I am not thirsty." He replied before taking the cup and downing its contents.

"Right." Sari said with an exaggerated nod. "And I suppose the idea of breakfast doesn't appeal?"

"Well, maybe an apple." Isaac replied. "And some toast. Maybe a banana. Ooh, and some bacon."

Sari chuckled, then took her dad's hand.

"How about this?" she suggested. "I make flapjacks, and after that, you take a shower and a nap in your bed for the next couple hours. Sound good?"

"I suppose." Isaac admitted. "Can we add bacon to those flapjacks?"

Sari chuckled.

"Sure dad." she assured him. "Now come on."

She ushered him out of the lab as the doors closed. Unbeknownst to either of them, residual Allspark energy in the door channeled itself through the lab, running through several wires before pouring into Megatron's severed head. The head began sparking as the optics lit up, his voice synthesizer glitching out.

"Auut-oh-bot-Mega Mega Mega-Meg-Meeeegaaa-Mega-I am Megatron!"

Suddenly, the energy stopped and Megatron's head was fully operational once more. He looked around as best as his limited range would allow, sconfusion laced in his voice.

"What is this?" he asked. "Where is my body?"

He caught sight of his severed hand over in front of a media array. However, when he tried to move it, nothing happened.

"What?!" Megatron let out. "How did this happen?!"

The wires connected to his processor sparked, energy traveling to the media array. This turned it on, activating archived footage of Starscream's battle with the Autobots. He instantly recognized the Autobots charging into battle, with one standing out to him more than most.

"I remember you… Orion Pax." Megatron recalled. "Your hand in my destruction is unquestionable. But there was more..."

That's when the footage switched to Starscream gloating over the Autobots.

"_And to think, you actually believe you were the ones who defeated Megatron._" he boasted before the footage skipped forward a bit. "_Only because I crippled him so that even a bunch of Autobot fools could destroy him!_"

It all came back to him in that moment: the shots from the nemesis that cost him his arm and left him vulnerable to Orion's attack. He felt a surge of anger course through the remains of his form, manifesting in violent electrical bursts.

"STARSCREAM!" He exclaimed.

The energy surged through the entire lab, shorting out several lights. For a moment, Megatron himself seemed to glitch out, the wires keeping him online unable to handle the overload. He forced himself to calm down out of fear of taking himself offline, but was still seething with rage.

"It seems aggression would only hinder my situation." He admitted. "Still, this is intolerable. The Allspark is within my reach after millions of stellar cycles, and I have no hands with which to grab it!"

His optics then caught sight of a small mechanical claw twitching on the ceiling. He looked at it, then at the wires leading out of him. He concentrated on the claw, and much to his surprise, it moved as he commanded it to. Megatron's surprise turned to intrigue as he tested the makeshift limb.

"Perhaps I'm not as immobile as I thought." Megatron commented.

…

At the Autobots new base, the Autobots were putting the finishing touches on the place. The last of the junk was cleaned out, and an Autobot terminal had been set up. Ratchet was running a final diagnostic on it as Bumblebee set up a few human-sized comforts, namely a large beanbag chair.

"Think Sari will like this?" He asked, arranging the beanbag.

"I think she'll like it just fine." Arsenal replied.

"She was complaining about the couch last time she came over." Bulkhead recalled. "I guess organics require extra padding on their bumpers."

"As much as I enjoy Sari's company, I don't think we should be encouraging her to come here." Ratchet spoke up. "She lacks a protective shell, and could easily go squish if one of us stepped wrong."

"Then as long as we're on this planet Ratchet," Orion spoke up. "We'd better watch where we step."

About that time, the doors to the base opened as Prowl came riding in. He transformed into robot mode as he entered, looking somewhat perturbed. Bulkhead was the first to notice, glancing up from his work.

"You alright, Prowl?" He asked. "You look like you drank a bad keg of oil."

"Fine." Prowl replied.

"Come on, Prowl." Arsenal urged. "If something's on your processor, you can tell us."

"It's just… I am fascinated by this world, by the achievements of nature, but everyone else on this planet seems to be blind to it." Prowl commented. "They're always in a rush to see everything, but never take the time to take it all in."

"Well, not everyone has the same appreciation you do." Orion rationalized. "Everyone has their own interests, their own desires."

"Perhaps." Prowl allowed. "I just… I feel as though they are taking their world for granted. On Cybertron everything is cold, rigid, and regimented. But here, there's a spark of freedom, or creativity. Just this morning, I saw one organic creature stalk another with such grace. Such stillness."

Bumblebee blew a raspberry, his metallic glossa clicking against his teeth.

"Stillness?" He scoffed. "Man, I will never understand you. You're always obsessed with 'stillness' and all that boring stuff."

If Prowl had optics in lue of a visor, he would be rolling them. Instead, he opted to walk off to his room, the door slamming shut behind him.

"What?" Bumblebee let out. "What did I say?"

…

Megatron continued to experiment with his control over various equipment in the lab. While he only had minimal control over some basic clamps, he found he could switch on and off various electronics as well, so long as they were within reach of his wires or his clamps. His experimentation was cut short when the lab doors opened, allowing Isaac and Sari to enter.

"Dad, come on." Sari insisted. "You promised you'd take a nap after breakfast and a shower."

"I know, but I have so much work to do." Isaac reminded her.

Sari let out a groan.

"I swear, no eight year old should have to put up with this." she muttered before rubbing her face. "Look, just promise me you'll go to bed before midnight tonight. I'll be at the Autobot's secret base all night, so I won't be around to check on you."

"I promise." Isaac reassured before realizing what she said. "Hang on. What secret base?"

"If I told you, it wouldn't be a secret." Sari replied. "You know how the press has been on them since the Decepticon attack. The less people who know where they live, the better."

"Ah, good point." Isaac allowed. "Well, you have fun."

Sari gave her father a hug, unaware of the glowing red optic zooming in on her. Careful to keep his movement's a secret, Megatron gently picked up a small bot the side of a baseball, sending a small pulse of energy into it. It activated and began wiggling, crawling after Sari. It followed her out of the lab, hitching a ride on her boot as she made her way to her room to begin packing.

…

Later, Sari arrived at the base, lugging a backpack and a duffel bag inside.

"Hey guys!" she called out. "I'm here!"

"Hey Sari!" Bumblebee greeted. "Glad you made it!"

"Yeah, had to take care of my dad." she lamented, dropping her bags. "Sometimes, it feels like I'm the adult in our family instead of him. But enough of that, I've got gifts for everyone!"

She fished around in the duffle bag, unaware of the tiny decepticon controlled bot that crawled out once it was unzipped.

"For Ratchet, I've got my dad's latest software updates." she declared, holding up a flashdrive. "Dad said they may not be as advanced as they are on Cybertron, but they should help with your systems here."

"Anything to give this place a jumpstart for us is appreciated." Ratchet replied, taking the drive.

"For Bulkhead, some Monster truck relays I'm certain you'll enjoy." Sari declared, holding up a disk with a monster truck on the cover.

"Aw yeah, you were telling me about that." Bulkhead recalled. "Maybe we can check it out later."

"Maybe, if you can pry the TV away from Bumblebee and his new racing video games." Sari told him, holding up a bunch of different racing games.

"Alright!" Bumblebee let out, rushing over and snatching up the games. "You're the best, Sari!"

"I even got some flight simulators for Arsenal." Sari offered. "I couldn't think of what else to get you, but I hope you enjoy them."

"Maybe I'll give them a shot." Arsenal told her.

"Cool." Sari replied, reaching back inside. "For Prowl, I found some nature documentaries. I even bought him his own media player so he could watch them in his room. I know he's still not a… er… people bot.

"I appreciate the consideration, Sari." Prowl told her, coming out of his room.

She smiled, holding out the disks and the media player.

"Just promise you won't spend the entire night in your room." she insisted. "I've got some activities planned that ever you will enjoy."

"I'll try." Prowl responded before eying Bumblebee. "But I can't promise anything."

Bumblebee glowered at him, but Sari ignored the look before turning to Orion.

"And I saved the best for last." she declared. "I remember Ratchet saying you were a history buff, so I got you a collection of dvds on Earth History. Just promise not to judge us too harshly on the number of wars that come up."

"Hey, Cybertronians are no strangers to war." Orion reassured. "I do appreciate it though."

Sari smiled, then the others wandered off, either to put their gifts away, or in Prowl's case, make use of them. While they did that, the small bot Megatron controlled began patrolling the plant, searching for any sign of the Allspark. Meanwhile, Sari got herself set up in the living room with her sleeping bag. Bulkhead noticed it, looking at it curiously.

"What's that for?" He asked.

"Well, when one human sleeps over at another human's house, they usually bring something to sleep in." Sari explained. "That's what this is. It's a sleeping bag. Kind of like a portable bed."

Something then dawned on her.

"Do you guys even sleep?" she wondered.

"We do power down for a few cycles every night." Orion supplied. "It gives our systems time to settle."

"Well, not tonight." Sari declared. "Rule number one of a slumber party, nobody sleeps."

"That makes no sense whatsoever!" Ratchet spoke up.

"Hey, who's the expert on earth here?" Sari questioned.

"So, if we're not sleeping, what do we do?" Bulkhead questioned.

Sari just grinned.

…

Later, the bots were in the middle of a video game tournament with Bumblebee's racing games. As Sari and Bumblebee faced off, Bulkhead and Orion observing, the small bot skitter through the plant. Through its lens, Megatron could see everything, and he was far from amused.

"These are the guardians of the Allspark?" Megatron remarked. "They're barely more than protoforms."

The tiny bot then focused on Orion and Arsenal, Megatron's one functional optic narrowing.

"Though these two have proved to be quite troublesome." He admitted. "If only I had a way to destroy them once and for all."

"No no no no no- Aw come on!" Sari shouted, dropping her controller on the ground. "How is that fair? You just learned how to play and you're already better than me?!"

"Because speed comes naturally to me." Bumblebee boasted. "Simple as that."

"Not everything is about speed, Bumblebee." Prowl spoke up, coming out of his room. "Sometimes, stillness is required."

"Oh yeah?" Bumblebee challenged. "Name one time!"

"I've got one!" Sari cheered, hoping out of her beanbag.

She ran over to her bag, grabbing a holographic projector. She set it up on a massive empty spot on the ground and turned it on. This displayed a massive board with different colored boxes arranged in rows.

"This is called Twister." Sari introduced. "I had it modified to be bot-sized. All you have to do is follow the instructions and put either your hand or your foot on the designated color. The last one standing wins."

"Sounds like fun." Bumblebee commented.

"Uh, I'll stay out of this one." Bulkhead decided. "I'm not all that flexible to begin with."

"How about you, Prowl?" Sari asked. "You wanna play?"

Prowl looked over the board and contemplated.

"I suppose I could partake in it." Prowl agreed. "Could be a good exercise in dexterity."

"Whatever it takes to get you out of your room." Arsenal decided. "I'll play too."

"Just try not to poke me with your wing struts." Bumblebee remarked.

…

Much later, the three Autobots were in the midst of the twister game. Both Bumblebee and Arsenal were struggling to stay upright while Prowl seemed to be doing alright.

"Okay, left servo on purple." Sari called out.

The three moved their servos to a purple space, with Bumblebee shaking more than the others. Prowl couldn't help but smirk as Sari called out the next move.

"Right stabilizing servo on green." she announced.

The bots moved to comply, but Bumblebee began to wobble harshly. Finally, he slipped completely and ended up face planting on the ground.

"What did I tell you?" Prowl remarked. "Stillness."

"I guess you would say that." Bumblebee replied. "Being such a stiff."

Prowl's faceplate hardened at that as Bumblebee got up and stalked over to the couch.

"Don't let him get to you, Prowl." Arsenal told him.

"Yeah, he's just mad because you beat him." Sari agreed.

She then glanced back at Bee, making sure he wasn't listening before moving forward.

"Besides," she whispered, "I've got a plan to get back at him for ya."

Prowl couldn't help but smirk at the prospect.

…

As it grew dark outside, the small bot had managed to scan every area of the plant. So far, the only trace of Allspark energy he'd found was on the Autobots themselves.

"The Allspark isn't here." Megatron lamented. "Still, I'd hate to let such an opportunity go to waste. Perhaps I can use my tiny robotic helper to snuff out your sparks. Then, it will be a simple matter of downloading the Allspark's location from your offline processors."

…

Meanwhile, the Autobots were huddled around Sari, who was telling them a scary story by the light of a flashlight.

"...and suddenly, the old man vanished without a trace, save for the cackling evil laughter." she said in a low, creepy voice.

"And the point of this story is?" Ratchet questioned.

"Oh come on Ratchet, scary stories are the best part of a slumber party." Sari insisted. "And this one's getting to the good part."

"I hope so." Bumblebee said, leaning back. "Because I don't feel scared at all."

Sari just smirked, sliding her key stealthily into the machinery next to her, careful to remain undetected by the Autobots.

"With the old man gone, the three children were all alone in the spooky house." she went on, watching as a mechanical arm began moving behind the autobots. "There was a horrible scraping noise."

The arm dragged along the ground, making the aforementioned noise. Bumblebee nearly lost his lubricant at the sound.

"Uh… did anyone hear that?" he asked nervously.

Sari gave the key a turn, continuing her story.

"And behind the kids, the old man's ghost snuck up, and..."

The mechanical hand grabbed Bumblebee by his neck wires, eliciting a terrified scream that nearly shorted out his voice synthesizer. Prowl smirked in amusement as the yellow bot dangled in the grip of the arm. Everyone else just stared as Sari fell down laughing.

"Oh man, Bee!" she cackled. "You should see your face plate!"

Bumblebee struggled to dislodge himself from the arm, still in a panicked state. The mini bot observed this, Megatron growling slightly.

"Laugh while you can, little organic." He muttered. "Soon, I will show you the true meaning of fear."

The mini bot moved its way over to the main console of the plant's machinery, prying away at the metal to access the wiring. While this occured, Sari finally released Bumblebee from the grip of the claw, pulling her key out of the machine.

"Sari, how did you do that?" Orion inquired.

"With my key." she answered, holding it up. "It doesn't just work on Cybertronians. It works on all kinds of machines. Just watch."

She pulled out her cellphone, sticking the key into the bottom. Instantly, all six Autobots got a ping on their comm links. They all answered and were greeted by Sari's voice.

"Pretty sweet, huh?" She asked.

"Kid, when the Allspark gave you that key, I don't think it was for you to play pranks on Autobots." Ratchet commented.

The minibot paused midwork, processing what Ratchet had said.

"A key imbued with the power of the Allspark…" Megatron let out. "If I cannot retrieve the true Allspark, then at the very least I can acquire the key. It may be the way to free me from this wretched prison."

His bot continued working, causing the lights to suddenly go out. Everyone turned to Sari, who quickly held up her key.

"That wasn't me." she insisted.

Just then, the equipment started coming back online, with the motion sensors scanning the entire area via red laser lights. As they locked onto the Autobots, it was clear these machines met ill intent.

"Take cover!" Ratchet shouted.

As the Autobots moved for cover, the machines fired rivets at rapid speed and even spewed fire at them. Mechanical arms grabbed at them, tossing them into walls without hesitation. Sari ran as fast as she could to avoid the barrage of rivets, Orion scooping her up and saving her.

"I swear, this isn't me!" He exclaimed.

"I know." Orion replied. "But what's important now is making sure we don't get slagged."

"Ratchet, can you try and disarm these machines?" Arsenal questioned. "Or at the very least get us come cover?"

Ratchet held up his magnets to create a force shield to protect them from the rivets and flames. The machines soon retaliated, turning propane tanks into makeshift missiles that they launched at Ratchet. The medic quickly tried to move, but the tanks exploded right behind him, knocking him to the ground.

"Ratchet!" Arsenal cried out.

She rushed to his side, but he quickly waved her off.

"Forget about me!" he insisted. "Someone's gotta shut down the assembly line!"

"Leave it to me!" Bumblebee declared, riding along on the wheels on his feet. "This is a job for wheels on heels!"

As he rolled towards the control board, one of the propane "missiles" came streaking through the air, connecting with the ground at his feet. This sent him airborne for a few seconds before he crashed down hard on one of the conveyor belts. Mechanical arms quickly pinned him down, but he transformed into vehicle mode and escaped.

Bulkhead just continued smashing everything he could, trying to take out as many mechanical arms as possible.

"These machines can't catch us if they've got nothing to catch with!" He declared.

"Overconfident oaf." Megatron remarked. "I think I'll do a little smashing of my own."

Just then, several arms reached out and grabbed Bulkhead, slamming him onto the conveyor belt. Bulkhead tried to free himself, but was unable to get enough leverage to get free. He was dragged over to a massive crusher, one that threatened to pound him into sheet metal.

"That can't be good." He let out.

The crusher then dropped down on him, forcing him to hold it up as best he could.

"A little help?!" He called out.

"I'm coming Bulkhead!" Arsenal shouted, rushing to his aid.

She took off into the air and tried flying towards Bulkhead. As she flew though, several arms sprung up and grabbed her by the wings. She yelped as she was yanked back, arms grabbing each of her limbs and pulling her in opposite directions, threatening to rip her apart. Orion saw this and ran towards the conveyor belt, leaping towards it and transform into his vehicle mode. He landed on the belt and began driving backwards, pulling Bulkhead away from the crusher.

"Don't think I've forgotten about you, Pax." Megatron snarled.

As Orion continued reversing the belt, a large magnet came overhead. It latched onto him, pulling him off of the belt and into its magnetic embrace. As he hung from the magnet, Bulkhead moved back towards the crusher, forced to keep it from crushing him again.

"Prowl!" Orion called out. "You may be the only one who can avoid those motion control sensors! You need to get to the control panel and shut down the assembly line!"

"I'm working on it!" Prowl called back.

"How?! By standing still?!" Bumblebee called out.

"For the most part." Prowl replied. "Everything in here is connected to motion sensors. Stand still, and they won't see you!"

Ratchet struggled to get to his feet, his entire frame sparking. Some of the motion sensors latched onto him and two mechanical arms came rushing at him. Luckily for him, Sari had found a second terminal and was using her key to cause some trouble.

"Guess this key saves Autobots as well as fixes them." She declared.

"Guess so." Ratchet replied.

"If I can reach the control panel, I can shut this all down!" Prowl declared.

His optics shifted towards the control panel, knowing what he had to do. In an instant, he darted forward, stopping the second the red laser lights hit him.

"Stillness..." he said quietly, waiting for the lights to go away. "Then strike!"

He then leapt forward, transforming into his bike move and driving forward. After a little bit, he transformed back into robot move and stood still.

"Stillness…" he whispered. "Then strike."

He made it a bit farther, the main console coming into view.

"The motion sensors may be blind to you, ninja bot," Megatron admitted. "But I am not."

As Prowl was about to leap forward, a barrage of propane tanks came flying at him. They exploded, sending him into the air. He was grabbed before he landed, mechanical arms preventing him from even twitching. Now, the only bot still free and able to move was Bumblebee.

"It's up to you now, Bumblebee!" Prowl told him. "Remember, stillness."

"From Bumblebee?" Bulkhead let out. "We're slagged."

"Listen to Prowl, Bumblebee!" Arsenal shouted. "He'll guide you on what to do. Just get to the control panel!"

"Alright…" Bumblebee replied. "Let's do this!"

"Just wait for the right moment…" Prowl told him. "Go!"

Bumblebee then darted forward, moving as fast as he could.

Stop!" Prowl called out, causing Bumblebee to freeze in his treads.

He remained frozen for a few seconds before the lights left him.

"Go!" Prowl shouted.

Bumblebee sprung forward again, going to his back and rolling on his wheels. He swerved past the arms and propane rockets that were aimed at him. He zoomed right past them, transforming into vehicle mode and flooring the gas.

"Hey pal!" Bulkhead called out, losing his strength. "Hate to rush you, but… mind hurrying up?!"

"Hurrying is what I do best!" Bumblebee replied, transforming and jumping into the air.

He landed right on top of the console, transforming his hands into stingers.

"From one machine to another, eat crankcase oil!" Bumblebee declared, blasting the console.

The entire system sparked and fizzed before exploding. Everything began shutting down, the press on Bulkhead lessening. The magnet dropped Orion, as did the arms holding Arsenal and Prowl.

"Nice work, Bee." Arsenal commended.

Sari, no longer afraid for her life, rushed over to Ratchet. She stuck her key into his chest plate, quickly healing him and returning him to normal.

"Thanks kid." Ratchet told her.

"Anytime." she replied, sliding the key back around her neck.

Bulkhead finally managed to get out from under the crusher, brushing off the now dead arms.

"What do you think caused all this?"

"Whatever it was, it was smart enough to merge the security motion sensors with the assembly line." Ratchet noted.

That's when Sari noticed a small robot walking along the ground. She picked it up, watching as it wiggled helplessly in her hands.

"Think this might be it?" She asked.

"That tiny thing caused all this?" Bumblebee asked. "How?"

"I'll have to examine it to find out." Ratchet replied.

Once he said this, the bot suddenly began sparking in Sari's grip. She gasped and dropped it, watching as it self destructed before their eyes.

"What happened?" Sari asked.

"Who or whatever was controlling that thing didn't want us learning the source." Orion deduced.

…

In Sumdacs lab, Megatron was livid at the failure of his plan. Everything was sparking, several computers and terminals exploding from the amount of energy he was giving off.

"I had them within my grasp!" He exclaimed. "They should've been scrap metal!"

His vision went glitchy for several seconds, forcing him to calm down or risk taking himself offline.

"I cannot risk damaging my very spark supports." Megatron reasoned. "But I cannot remain in such a corporeal state. I need a body."

He paused for a moment, pondering his options.

"Perhaps… it's time to reveal a little more of my Cybertronian technology to Professor Sumdac." Megatron reasoned.

…

Later on, Prowl and Bumblebee were having a one on one twister match with one another, friendly terms having been established. The others watched, happy to see the usually dour ninja bot enjoying himself.

"Be still." Prowl urged. "Stay focused. Relaxed."

"I am all about stillness." Bumblebee told him.

Sari laughed, then declared the next movement on the board, grateful that they were getting along.

"Right servo on orange." Sari called out.


	6. Total Meltdown

At the Autobot base, Bulkhead was lounging around watching some TV and sipping some oil. As he flipped through the channels, he heard the sound of a voice synthesizer being recalibrated. He turned, seeing Orion and Arsenal both looking at him with crossed servos.

"What are you doing?" Arsenal asked. "You're supposed to be on monitor duty."

"Uh… I am watching a monitor." Bulkhead reasoned.

"Not the monitor I had in mind." Arsenal replied.

"But we've got over 5000 channels available, and frankly they provide more information on this planet than Teletraan One can." Bulkhead argued.

"Actually, he might have a point." Orion conceded.

"Seriously?" Arsenal replied.

"As long as we're on this planet, we might as well learn all we can about its ways and culture." Orion replied. "The TV can help with that, but none of those… cartoons."

"Fair enough, Pax." Arsenal allowed. "Let's see what the TV has to offer."

Bulkhead resumed his channel surfing, watching a gasoline commercial that had all three of them flinching.

"That looks like that hurts." Bulkhead remarked.

"Do all earth based vehicles have their fuel tanks… there?" Arsenal wondered.

"As far as I've seen." Orion replied.

Up next was a high speed crash between two race cars. All three of them recoiled, Arsenal letting out a shaky ventilation.

"I haven't seen crashes like that since the Great War." She remarked. "Are these vehicles fighting?"

"Actually for entertainment." Bulkhead answered. "Sari called it a 'demolition derby'. It's kinda fun."

"Innocent vehicles battling for the amusement of human spectators?" Ratchet commented, walking in. "That's not fun, that's bloodsport."

Bulkhead changed the channel again, this time to a fighting arena. In the center stood a man in a white suit with slicked back blonde hair.

"_Have you ever dreamed of being thinner?_" the man asked. "_Taller? Faster? Or even stronger?_"

Two images came on the screen, one of an old, frumpy looking man and the other of an obese woman.

"_Well these people did, and they turned their dreams into reality!_" the man declared.

The images turned around, the old man now an Adonis with long blonde hair and the woman a slender model. The crowd surrounding the arena burst into applause.

"_And you can do that too, with my bio-mechanical makeover!_" the man insisted.

"Ah, human upgrades." Orion realized.

"Why would the humans want to upgrade themselves?" Prowl questioned, having been drawn in by the noise of the tv. "They lack the necessary components to do so painlessly."

"And you bots wonder why I don't care much for organics." Ratchet muttered.

"_Greetings world, I am Prometheus Black, and I can transform you._" He introduced. "_If you still need convincing of my sincerity, then you best watch one of my greatest bio-enhancement success stories in action!"_

The crowds cheered wildly as Prometheus' spotlight widened across the fighting ring.

"_You see them everyday._" Prometheus began. "_They clean your house, they teach your children, and they take your jobs. But tonight, man will triumph over machine, in a no holds barred fight to the finish!_"

"Well this should be interesting." Prowl deadpanned.

"What ram-damaged, programming impaired bot would agree to be in such a degrading spectacle?" Ratchet questioned.

"_Representing the machines,"_ Prometheus continued as a figure with a white cloak on stepped forward. "_I give you… Bumblebee!"_

The figure threw the cloak off, revealing himself to be Bumblebee. The Autobots' optics went wide from shock as Bulkhead spit up his oil.

"What?!" He let out.

"_Hey, good morning Chicago!_" Bumblebee cheered, met with nothing but boos from the crowd.

The Autobots exchanged looks, not liking this one bit.

"Bulkhead, where is this spectacle taking place?" Arsenal questioned.

"At the Fuller Auditorium." Bulkhead replied.

"Then that's where we're headed." Orion declared. "Autobots, transform and roll out!"

…

At the Fuller Auditorium, Bumblebee was soaking up the attention he was receiving, though once he noticed it was all negative, he turned to Sari. She merely gave a shrug, unsure of what to say as Prometheus continued his introductions.

"And representing the human race, I give you Cyrus "the Colossus" Rhodes!"

The entire auditorium exploded into cheers as the oldest, tiniest, frailest human Bumblebee had ever seen walked into the spotlight. He was barely Sari's height, was skinny, bent over, with grey, wrinkled skin and a snow white mustache. He wore a black bodysuit and had two large mechanical towers sticking out of his back.

"That's supposed to be a human?" Bumblebee remarked before giving a shrug. "Must be a new model."

He then gave a shrug, walking forward as Prometheus stepped out of the ring.

"Good luck." Prometheus talk him. "And may the best man win."

"Don't worry little guy," Bumblebee reassured his opponent quietly. "I'll go easy on ya."

"Eh, don't do me any favors machine." Rhodes replied curtly.

Just then, the bell to start the fight rang and the two towers on Rhodes' back began to glow. They slammed into his back, sending electricity through his body. This caused his muscles to expand, his back to straighten, and his entire form to grow large enough that he was much taller than Bumblebee.

"Who's the little guy now?" Rhodes snarled, his voice deeper and more menacing.

Bumblebee gasped in response before Cyrus picked him up by the head and threw him towards the ropes. Upon making contact with the ropes, Bumblebee immediately bounced off and went flying back at Cyrus, who sucker punched him across the face plate. Bumblebee went down, much to the enjoyment of the crowd.

Meanwhile, Captain Fanzone sat in a VIP box, enjoying a hotdog as he watched the fight. He slathered some mustard on his dog as Prometheus Black came in.

"I'm glad to see you enjoying yourself, Captain." Prometheus told him, sitting down next to him.

"Oh yeah." Fanzone replied. "I appreciate the spectators box seats. Not to mention the VIP parking, the complimentary neck massage, and the free coupon for one free bio-enhancement. If I didn't know any better, I'd say you were trying to bribe the Chicago Police Department. But that wouldn't be the case, would it?"

"No, no, of course not." Prometheus insisted. "I am but a humble businessman, merely wishing to demonstrate under ideal circumstances."

"Uh-huh." Fanzone nodded. "So what's the trick behind your oversized friend?"

"Electronic pulses stimulate experimental steroids which I have introduced into his body." Prometheus explained. "As you can see Captain, my bio-technology is far superior to robotic technology because the human brain controls it."

As this was going on, Rhodes lifted Bumblebee above his head, throwing him into the ropes of the arena. His servos got caught in the rope and he was heavily dented, shaking slightly as Rhodes stalked over to him. He received three harsh kicks to the chest plate before Rhodes just began wailing on his faceplate. The crowd was loving it, cheering as Prometheus continued his sell.

"Picture an entire police force made up of bio-enhanced human officers," Prometheus suggested. "Not those clunky Sumdac police bots."

"Gotta say, I've never been crazy about sending a bot to do a man's job." Fanzone admitted. "I always say, no bucket of bolts can stand up to a real officer."

Rhodes then lifted Bumblebee over his head again, threatening to crush him in his grip.

"Well now, you won't have to." Prometheus promised. "All you have to do is choose my bio-tech over Sumdac's robots."

Forgoing crushing Bee, Rhodes elected to toss Bumblebee across the ring. He skidded across the ground, his head dangling over the edge of the ring. Sari quickly rushed over to him, inserting her key into a slot on his forehead.

"Bumblebee, maybe this wasn't such a good idea." She told him. "It's not too late to tap out. "

"N-no… I can do this." He insisted.

"No you can't Bumblebee." Sari insisted. "This guy's cleaning your gears out there! You have to tap out before he kills you, or… whatever the Autobot equivalent of death is!"

Bumblebee got back on his feet, looking at Rhodes while trying to figure out a plan. Thinking of something, he raced towards Cyrus, rolling around him and blasting him with his stingers. Rhodes tried to block the attacks, getting annoyed.

"Hold still, shorty!" he shouted.

"Now that's not fair!" Bumblebee called out, still blasting him. "I didn't make fun of your height when you were little!"

"I said hold still!" Rhodes declared, charging at Bee.

"Make me!" Bumblebee remarked, speeding towards Rhodes and sliding under him.

Once he was on the other side, he jumped up and kicked Rhodes in the back of the head. This managed to knock Rhodes to the ground, much to Sari's surprise.

"Whoa, nice shot Bumblebee." she commended.

"Thanks." Bumblebee replied.

Rhodes got back up, clearly pissed about the hit as he pumped more energy into his body. This caused his body to grow even bigger, much to Bumblebee's dismay. Rhodes then turned around and picked Bumblebee up with one hand, raising him overhead. He then used his other hand to punch Bumblebee so hard, he went flying through the air, crashing into a wall and out of the building. The crowds cheered as Sari gasped in horror. In the box, Prometheus smirked proudly as he faced Fanzone.

"I think this proves my point about biomechanical superiority." He announced smugly.

Rhodes roared, then jumped through the hole after Bumblebee, no doubt to continue the fight.

"You were saying?" Fanzone remarked, raising an eyebrow.

…

Outside, Bumblebee was dented and leaking from the arm as Rhodes came towards him.

"Bumblebee!" Sari cried out. "Heads up!"

Bumblebee quickly regained his focus and moved out of the way of Rhodes trying to crush him with a dumpster. He landed right in front of Sari as she took out her key.

"Hang on!" She told him. "I'll patch you up!"

Before Sari had the chance to use her key, Rhodes pulled Bumblebee away by the leg, throwing him into a nearby bus. He then picked up a car, preparing to bring it down on the Autobot.

"I just hope there's something left of you to patch." Sari muttered.

Just before the car went down, a magnetic field surrounded it, preventing him from smashing Bumblebee. Rhodes turned, seeing Ratchet standing there with his magnets extended.

"I don't know why you're trying to scrap Bumblebee, but you're gonna stop right now!" Ratchet declared.

Prometheus and Fanzone came running out, witnessing the destruction and the interference of the medbot.

"Call off your overgrown gorilla!" Fanzone snapped. "Now!"

"It's not like he has an off switch!" Prometheus responded.

"Stay out of this, machine!" Rhodes snarled, charging at Ratchet.

As he ran forward, Bulkhead stepped in the way and used his mace to knock Rhodes back a bit. As Rhodes skidded back, Bulkhead ran forward and continued punching him. While that was going on, Ratchet went over to Bumblebee and helped him up. Bumblebee looked around, seeing the rest of the team had arrived, all of them ready to fight.

"Always gotta get in over your head, don't you, kid?" Ratchet remarked.

"What's that supposed to mean?" Bumblebee replied.

"Mute it." Arsenal snapped. "We have bigger problems to worry about."

Meanwhile, Bulkhead continued going at it with Rhodes, the two trading one blow after another. Rhodes used both his fists to knock Bulkhead back, knocking him near some cars. The impact caused one of the cars' alarms to go off. The sound began interfering with Rhodes' biomechanical towers, something that didn't go unnoticed by the Autobots.

"Bulkhead, do that again!" Orion shouted.

Bulkhead obliged and hit the ground near another set of cars, causing their alarms to go off as well. Rhodes covered his ears, the towers sparking wildly as he stumbled around.

"Prowl, see what can do to take out those things on his back." Orion ordered.

"On it!" Prowl called out, throwing his hubcaps.

They made contact with the towers, shorting them out and causing Rhodes to shrink down to his norman size. As Rhodes collapsed onto the ground, Prowl walked up to Bumblebee and conked him on the head.

"Next time you try taking on someone twice your size, use your head." Prowl told him. "Find your opponents weakness, and strike there."

"Luckily for him, there won't be a next time." Arsenal declared, crossing her arms as she glared at Bumblebee. "We're going back to base now, and Ratchet's patching you up the old fashion way."

"Aw, come on." Bumblebee complained.

"Don't even try to argue." Orion told him. "That was one of the most glitch headed things you could've done. You could have been taken offline if Ratchet hadn't gotten here when he did."

"I had it under control." Bumblebee insisted.

"Then I must've been at the wrong fight." Bulkhead commented.

Off to the side, Fanzone and Prometheus were watching the Autobots chew out Bumblebee. As they did, Fanzone allowed his eyes to scan the wreckage, shaking his head.

"I may hate machines, but at least machines can be controlled." he declared. "There is no way the Chicago police department will use your bio-enhancements. In fact, once I tell the mayor about this, I'll ensure all of your contracts are scrapped."

"You can't do that"! Prometheus insisted. "I'll be ruined!"

"Not my problem, Mr. Black." Fanzone declared, waving him off.

Prometheus just sneered as Fanzone walked off.

"Filthy machines…" he swore before stepping in something.

He looked down and saw a piece of Bumblebee's chasie with some spilled energon still on it. He picked it up and examined it, a big smile spreading across his face.

…

Back at the factory, Orion and Arsenal were still chewing out Bumblebee for his actions.

"... of all the outlandish, egotistical, scrap minded stunts you've pulled, this tops them all!" Arsenal chewed out. "What were you even thinking, entering a spectacle like that?!"

"I thought I could win." Bumblebee replied.

"That's not what she means, Bumblebee." Orion interjected. "We're trying to create a positive relationship with the organics, and your antics were certainly detrimental to those efforts."

"Hey I didn't expect the fight to go like that." Bumblebee replied. "Besides, it was the human who did most of the damage."

"That's not the point." Arsenal replied. "The point is you should have consulted us before going off on your own.

"I didn't think it was a big deal." Bumblebee replied.

"We're a team." Arsenal reminded. "We need to be able to trust one another and rely on them. If we hadn't come across that fight on the tv, we may not have gotten there in time, and you'd be in the Well of All Sparks."

"I…" Bumblebee tried to reply.

"Until you can be trusted, you're confined to base." Orion decided. "And you will heal naturally. That means no Key period."

Bumblebee just lowered his head in defeat as he walked off. Sari watched him, looking worried.

"I've never seen him so upset." She remarked. "Don't you think you were too hard on him?"

"Eh, Bee's kinda always been a little insecure about his abilities." Bulkhead replied. "He always feels like he's gotta prove himself."

"But he's a good fighter." Sari insisted.

"I'd agree with you." Arsenal nodded. "He'd be a great fighter, if he learned to follow orders and to not try and showboat."

"We all have our part to play." Orion agreed. "Hopefully, Bumblebee will find his soon."

…

In his private lab, Prometheus Black examined the piece of Bumblebee, as well as the energon remnants.

"Clearly, physical strength is not enough to defeat these machines." Prometheus mused. "However, by combining this fluid sample with my steroids..."

He gently dropped a small portion of the concoction onto the small piece, watching as a small hole was burned into it.

"It would seem I have found, as they say, 'a chink in the armor'." Prometheus mused. "Thus proving the superiority of my bio-tech over machines."

Just then, a video screen his his lab turned on, showing the face of his financial backer, Porter C. Powell.

"Black!" Powell exclaimed. "That little stunt you pulled with the wrestling match has got the entire city up in arms!

"An unexpected fluke, I assure you." Prometheus reassured. "Once I complete my latest project, this little incident will be a think of the past. I just need time… and another human test subject."

"Not a chance." Powell replied. "Even the prisons won't give you test subjects anymore. We're cutting our losses… and your funding."

Prometheus gasped in shock, which quickly turned to anger.

"You can't do that!" he exclaimed, slamming his fist on his desk.

"Sorry Black, but I just did." Powell replied before hanging up.

Prometheus stared at the screen, then lashed out, violently sending several vials flying. They smashed onto the ground, the chemicals mixing to form a rather potent and catastrophic gas.

"Those fools!" He shouted, unaware of what he had done. "I will show them that I am better than Sumdac and his crazy robots, even if I have to take matters into my own hands."

About that time, the gas reached his nose, causing him to cough and to tear up. An alarm began ringing as the toxic chemicals began to eat through everything in the lab. As they reached Prometheus, the combination of the fumes and the chemicals themselves were beginning to negatively affect his body. He struggled to get to his feet, his skin burning as he fumbled towards the door.

Unbeknownst to him, his entire body was beginning to melt, his skin becoming a putrid green color. As he reached the door, he finally noticed his condition when his fingers began to drip. He gasped in horror, losing his footing and hitting the door. The green ooze coming off his body ate away at the metal like it was nothing, surprising him when he came stumbling out. He straightened himself up, clenching his fists.

"They will pay." he swore. "They will all pay."

…

The next day, Isaac stood before Fanzone and the Mayor, introducing his latest line of police robots. Sari sat with the spectating officials, always one to enjoy her father's expositions.

"Today, we unveil the newest model of the Sumdac police drones." Isaac declared. "It is larger, faster, and has improved recognition software. So that we… don't have a repeat of that incident with the captain's wife."

He activated the drone, which began to straighten up, lights flashing as it rolled into position in front of a large target. As it prepared to fire, something inside it began to spark and the entire thing began to overload. Fanzone noticed this quickly, grabbing Sari as he took cover. The Mayor's bodyguards did the same for him and his secretary, all of them hitting the deck as the bot exploded.

"And this is why I hate machines." Fanzone commented.

"Oh dear." Isaac let out. "It was not supposed to do that. I am so sorry. Is everyone alright?"

"Yeah, we're fine." Fanzone grumbled, releasing Sari. "Just call us once you get those bugs worked out."

"That you can be sure of." Isaac replied. "I'll get to work on it right away."

As the Mayor and Fanzone made their exit, Sari walked over to her dad.

"Are you okay, Dad?" she asked. "You didn't get caught in that explosion, did you?"

"I was about to ask you that." Isaac replied.

"I'm fine." Sari assured him. "What about you?"

"Fine." Isaac reassured, looking over at the destroyed robot. "I just wish I knew what went wrong."

Sari stole a glance at the wreckage, then noticed something on one of the pieces. She walked over to it, picking it up. It was covered in weird green ooze that made the metal warm to the touch.

"I don't know what this is, but maybe Ratchet might." she remarked.

…

Ratchet examined the piece with a telescopic lens, Sari sitting on his shoulders as he did.

"Yup, definitely sabotage." Ratchet confirmed. "But i've never seen a corrosive like this."

He then carefully scraped off some of the corrosive and sucked it up into a dropper. He hovered it over a piece of metal left over from Bumblebee's patch job, watching as it left a burn in to piece. His optics went wide at that.

"It can even melt Cybertronian Alloy..." he gasped.

"How is that even possible?" Orion asked.

"I'm not sure." Ratchet admitted. "I'll need to run a few more tests. Should take a few cycles tops."

"That long?" Bumblebee let out.

"Why so worried?" Prowl remarked. "It's not like you're going anywhere."

Bulkhead chuckled at that.

"Nice one, Prowl." he said, holding up a servo for a high five.

Prowl returned the gesture as Bumblebee seethed.

"I'm just saying that someone's walking around with an incredibly deadly corrosive." Bumblebee pointed out. "For all we know, it could be a Decepticon."

"But why would a Decepticon be sabotaging an organic's demonstration?" Arsenal offered up. "They barely recognize organics as sentient life forms, they're not gonna go out of their way to make one scientist look bad."

"Arsenal has a good point." Orion concurred. "Who do we know who would benefit from Sumdac looking bad in the eyes of the public?"

Everyone exchanged looks, then shrugged.

"Nobody comes to mind." Bulkhead admitted. "Then again, we don't know that many organics."

"Even if we don't know who's behind this, we need to warn my dad." Sari insisted. "He could be in trouble."

"Right." Orion agreed. "Transform and roll out!"

They all transformed, save for Bumblebee.

"Bumblebee, you keep an eye on Sari." Orion insisted. "If someone is after Sumdac, then they may come after her as well."

"Understood." Bumblebee replied begrudgingly.

The Autobots rolled out, leaving Sari and Bumblebee alone at base. Once the bots were out of sight, Sari turned to Bumblebee with a sly grin.

"Quick, transform and let's go!" she insisted.

"But Pax said to stay here." Bumblebee reminded.

"He said to keep an eye on me." Sari corrected. "But he never said where."

Bumblebee processed this for a moment, then a grin graced his faceplate. He quickly transformed, opening his door for Sari. She hopped in, and they sped off.

…

At Sumdac Tower, the secretary-bot was going through some files when something approached her desk. It resembled a man, but all she could see was a gloppy face made out of a rippling dark green liquid. It wore a white suit with this metallic arms and legs. As it stepped, it left smoking footprints in its wake. Still, the secretary-bot merely followed her programming.

"How can I help you today, dear?" she asked.

"Isaac Sumdac." The man let out.

"Do you have an appointment Mister…?" she trailed off, not having a name.

"Call me… Meltdown." He told her.

There was a hiss as one of his metal gloves suddenly released the same toxic sludge making up his face. He shot it at the secretary bot, melting her where she stood.

"Have a… nice...day…" it let out as it melted into a pile of scrap.

…

Up in his office, Isaac was going over some reports when alarms suddenly started blaring.

"Oh, not another malfunction." He dreaded.

Just then, a communication came in on his computer screen. He answered it, seeing it was Sari, calling from Bumblebee's driver's seat.

"_Dad, you need to get out of there!_" She cried out. "_Someone's out to get you!_"

"What?" Isaac questioned "But who would-?"

"Isaac Sumdac!" A voice called out, cutting him off.

Isaac looked over to the wall and saw a massive hole being melted in it. Through this hole stepped Meltdown, his gelatinous face seething with rage as he entered the room.

"We need to talk." He declared.

…

Outside Sumdac Tower, the Autobots were driving and flying towards the tower as fast as they could. Bumblebee sped quickly to catch up as Sari looked through the window. Gasping in shock, she grabbed Bumblebee's radio.

"Everyone, brake!" she screamed.

"Sari?!" Orion let out. "What are you doing-?"

"Just brake!" Sari screamed again.

All the Autobots screeched to a halt, Arsenal landing among them. Bumblebee then pulled up towards them and came to a stop, letting Sari out before transforming.

"Bumblebee, what is going on?" Arsenal questioned. "You were supposed to remain at base."

"It was Sari's idea!" Bumblebee insisted, pointing right at her.

"And it was a good one." Sari declared. "If we hadn't tagged along, you would have run head first into Sumdac Tower's defensive shield."

Prowl walked ahead, holding his hand out and feeling the force field.

"She's right." Prowl confirmed. "It must be surrounding the whole building."

"Well that's poorly designed." Ratchet commented. "How are emergency crews suppose to deal with internal threats if they can't get in?"

Orion looked at the forcefield, trying to figure out a way in. After a moment, he perked.

"Ratchet, your electromagnets." he spoke up. "Think you can open a doorway?"

"I do." Ratchet replied, activating his magnets and firing them at the force field. "I just need a little time."

After a minute, a small hole began to open in the field. With some work, he managed to get it open a bit wider, but found that he couldn't make it much bigger than Bumblebee.

"I don't think so." a familiar voice called out.

The Autobots turned around to see Rhodes approaching them from behind. The towers on his back began slamming into his, beefing him up into his colossus form. Once he was big, he grabbed a street lamp and yanked it off its mooring, swinging it at the Autobots. They all ducked under the attack, with Prowl throwing his hubcaps at the towers on his back. They just bounced off as Rhodes laughed.

"Boss reenforced that little weak spot." he sneered.

"We don't have time for this." Arsenal let out. "Bumblebee, take Sari and get this forcefield down. The rest of us will deal with our oversized friend here."

"I'm on it!" Bumblebee declared, grabbing Sari and heading for the hole.

Bumblebee dove through the hole just as Ratchet let it close. Ratchet then turned to Rhodes and tried holding him using his magnets. Rhodes responded by grabbing part of the ground and throwing it at Ratchet, causing him to roll out of the way.

…

Inside Sumdac Tower, Bumblebee and Sari quickly made their way over to the front desk. Careful to avoid the melted remains of the secretary bot, Sari went to try and deal with the forefield.

"That service elevator should take you up to my dad's office." Sari reported, pointing at the aforementioned elevator.

Bumblebee went over to the elevator and opened the doors, only to be greeted by the elevator falling past him towards the sublevels. He backed away in shock, then peered into the shaft, seeing the now burning cables.

"Guess your saboteur upgraded to elevators too." He remarked. "But it's gonna take more than that to stop me."

He then leapt into the elevator shaft and pushed up against it, using his wheels to ride to the top.

…

In Isaac's office, the scientist was crouched behind his desk, trying to appear as small as possible.

"Prometheus, what is this all about?" Isaac questioned.

"Because you're a fraud." Meltdown told him, slamming his acidic hands onto the desk. "I am smarter, younger, and far better educated than you, and yet everything you touch turns to gold, while everything I touch just..."

He slams his hands on the desk again, this time completely splitting it in two. Isaac yelped, scrambling backwards.

"Just look at me." Meltdown snarled. "I'm a freak, but I refuse to be beaten by some simpering nerd who merely got lucky!"

Just then, Bumblebee busted into the room, running into Meltdown and knocking him into a wall.

"Get in!" Bumblebee called out, opening the door for him.

Isaac quickly did so, the door slamming shut behind him as Bumblebee went into overdrive. Meltdown slowly picked himself up from the ground and saw Bumblebee driving off with Isaac, much to his irritation.

"Can't take the elevator with a passenger." Bumblebee rationalized. "Guess we're taking the stairs."

He busted through the stairwell door, rolling down the stairs in perhaps the most bumpy and violent ride of Isaac's life.

…

Down below, Sari struggled to try and figure out how to disable the force field. She tried several buttons, but so far nothing was working.

"Now?" She asked.

"_Keep trying!_" Ratchet shouted. "_It's still up!_"

Sari winced a bit as she continued working with the controls. After a few more tries she stopped, then conked herself on the head.

"Duh." she let out, grabbing her key.

She slipped it into a dataport, and was almost immediately greeted by the sound of the field powering down.

"_You did it, kid!" _Ratchet informed. "_The fields down!"_

About that time, Bumblebee came rolling in from the stairwell. He stopped in front of the desk, letting Isaac out. The poor man was wobbly and seemed a little green at the gills.

"You alright, Professor?" Bumblebee asked, transforming into robot mode.

"Fine…" Isaac replied. "Just a little… disoriented.

Sari ran over and promptly hugged her dad, relieved he was okay. Their reunion was short lived when acid began to drip from the ceiling above them. They all moved out of the way as the ceiling melted away and Meltdown dropped down.

"We're not done, Sumdac!" He declared, moving towards him.

"Back off, pal!" Bumblebee declared, activating his stingers and firing at him.

The blasts didn't seem to do much, prompting Meltdown to stretch out his hand and shoot some of his own corrosive. Some of it splashed onto Bumblebee's arms, causing him to cry out in pain.

…

Back outside, the Autobots were losing badly to Rhodes, having torn up most of the block to try and stop him. At the moment, they were hunkered down behind and overturned oil truck, trying to figure out what to do.

"What's it take to stop this guy?" Orion let out.

"More than you got!" Rhodes declared, trying to bring his fists down on him.

Orion quickly moved out of the way of the strike, but Rhodes backhanded him. The blow sent him flying into a church, right into its belltower. The sound of the bell ringing caused Rhodes to convulse, much like he had with the car alarms. Arsenal went wide-eyed.

"Orion, the bell!" she shouted.

Orion quickly caught on and continued striking the bell with his axe, causing Rhodes to drop to the ground in pain.

"The frequency must be disrupting his techno-organic circuits." Ratchet deduced, using his magnets to grab the bell and move it over Rhodes' head.

Orion jumped down from the tower, continuing his ceaseless pounding. Rhodes eventually regressed back to his usual puny form, still futily covering his ears and groaning pitifully.

"I think the humans would call that a 'dead ringer'." Bulkhead remarked.

"C'mon, let's get inside." Arsenal ordered. "Bumblebee may need our help."

…

Inside, Bumblebee, Sari, and Isaac hid behind the reception desk as Meltdown fired one corrosive blast after another. Bumblebee continued nursing his burnt arm, the pungent smell of burning metal filling his olfactory sensors.

"This isn't good." He muttered. "We need to get away from this guy."

"You have nowhere to go, machine!" Meltdown declared. "I will melt you and your fellow machines into molten slag!"

"Not if we can help it!" Orion declared, running in with the bell in tow.

He throws the bell, which falls on top of Meltdown and seemingly traps him. Bumblebee, Sari, and Isaac all look out from their hiding place to see this.

"You guys alright?" Orion asked.

"Bumblebee got hit." Sari informed. "I know you said no key but- OH NO!"

She pointed at the bell in horror, causing everyone to turn. They all watched as Meltdown reduced the bell to slag, chuckling as he stepped free.

"Did we forget about the corrosive acid that can melt through anything?!" Ratchet reminded.

"Fools!" Meltdown exclaimed. "Nothing can hold me!"

He then shot out another corrosive blast, causing them to move out of the way.

"Open to suggestions on how to stop him." Prowl declared.

Everyone looked around in a panic, then Orion perked.

"What about the one thing that stopped us?" He suggested.

"The force field!" Ratchet shouted. "Sari!"

"On it!" Sari declared, running towards the controls.

Meltdown saw this and fired a corrosive blast at her.

"No!" Bumblebee cried out, running forward and leaping in front of the blast.

He got hit right in the chest plate, much to everyone's horror. Even so, Sari continued her mission, slamming her key into the data port. Ratchet shot out a cable that connected him to the system, then fired at Meltdown. This caused the acidic man to be surrounded by a circular field of energy. When he tried to fire more corrosive blasts, he just ended up hitting the walls of his energetic prison until he was just standing in a puddle of his own acid. He had expended so much energy that he began passing out, much to the Autobot's relief.

"I say we let him stew in his own juices for a while." Ratchet remarked.

"In the meantime, Sari," Orion let out. "Why don't you fix up Bumblebee?"

Sari wasted no time rushing over to his side, quickly inserting her key into his chest plate. The acid burns closed up and his optics refocused, the yellow bot letting out a groan.

"How ya doin, Bee?" Sari asked.

"Better." Bumblebee replied. "Thanks."

"That was pretty gutsy taking a blast like that." Orion commended. "You showed a lot of courage back there."

"Just looking out for my team." Bumblebee replied.

Orion helped him to his feet, giving him a smile.

"Good work." he commended.


	7. Blast From The Past

It was early one morning when the Autobots arrived at Dino-Drive, a new educational theme park Sumdac Systems was working on. Sari had convinced her dad to let the Autobots be its beta testers, and the bots had been more than eager to help out, especially if it meant learning more about earth's history. Sari stood waiting for them by the door with a robot about her size. It had a flat screen for a face, and what looked like a graduation cap on its head.

"Glad you guys made it," she greeted as they all came out of vehicle mode.

"Thank you for inviting us," Prowl told her.

"Who's your friend?" Bumblebee asked, pointing at the strange bot.

"This is tutor-bot," Sari introduced. "He's been my personal teacher my entire life, but today, he's yours as well."

"It will be nice to learn some of your planet's history," Orion replied. "I've already watched all of the history vids you gave me."

"Then let's get started," Sari decided.

The Autobots transformed into vehicle mode and drove inside. As they moved through the park, they marveled at the animatronic dinosaurs on display. Each was setup in its own "enclosure", which was made to look like genuine prehistoric jungles. They all came to a stop in front of one enclosure before transforming and getting a better look. Sari's tutor-bot quickly began his lesson on the dinosaurs.

"As you can see, many of the animals replicated here are from the Jurassic Era, which means they are over 200 Million years old," he announced.

Ratchet let out a snort, crossing his servos.

"We've been around for over 10 billion years," he remarked.

"Much has been learned about dinosaurs from their bones," Tutor-bot continued, the screen on his face flickering on to show a diorama of dinosaur bones underground. "Especially those found in ancient tar pits. Many scholars speculate that despite their massive size, dinosaurs were capable of moving with tremendous speed and grace."

"Hey Prowl, maybe these things are your organic ancestors," Bumblebee quipped.

"Highly unlikely," Prowl replied. "The level of grace on these creatures leaves a lot to be desired."

He gestured over to a pterodactyl perched on a tree branch. It let out a screech before taking off, flying in a basic circular pattern before landing on the tree again.

"Well, these aren't the real deal," Sari pointed out. "They're just robotic replicas. The real things are just too dangerous. I mean, there's an entire movie franchise that proves it."

"I see," Prowl responded.

"Even so, these creatures were rather large for organics," Orion remarked.

"True, but they were not known for their intellect," Tutor-bot replied. "A dinosaur would be no mental match for an XL-4 Processor like my own."

Bulkhead looked over the various dinosaur bots, then a cracking noise reached his audio receptors. He looked over, seeing the branch that the pterodactyl was perched on was beginning to buckle under his weight.

"Uh-oh," Bulkhead spoke up. "Guys, we've got a problem."

"What is it?" Orion asked.

"The branch, it's about to break," Bulkhead informed, trying to climb up the tree.

"Bulkhead, what are you doing?!" Arsenal panicked.

"I was a construction worker, remember?" Bulkhead pointed out. "If anyone can repair this branch it's-"

Suddenly, the entire tree began to splinter and crack, coming down with a massive crash. The branch the pterodactyl was on then fell onto the brontosaurus, taking off its head while the Pterodactyl took out the triceratops. Its head also went flying, piercing right through the Tyrannosaurus Rex. This massive dino stumbled for a bit, crashing into the stegosaurus before both went tumbling out of their enclosure. The Autobots all scrambled for cover, Bumblebee quickly snatching Sari before she could get crushed. Tutor-bot was not so lucky, joining the five mechanical dinosaurs in the scrap heap.

"-me..." Bulkhead trailed off. "Sorry."

Sari let out a sigh from Bumblebee's grip.

"Thankfully this was a beta test," she muttered. "I'll call my dad and let him know that Bulkhead broke…. Everything."

Bulkhead just sighed in embarrassment, sheepishly walking out of the ruined enclosure.

…

Much later, all of the ruined dinobots, plus Sari's tutor-bot, were all sitting in Isaac's lab. The good doctor was out of the lab at the moment, giving Megatron a chance to look over the machines.

"Impressive, if a bit primitive," Megatron observed. "Still, this human has the means to create the robotic body I need. He just needs the proper guidance."

About that time, Isaac walked in, a fresh cup of coffee in his hand as he rubbed his face.

"It is going to be a long night," he muttered. "Five dinosaur robots to repair, not to mention Sari's tutor-bot."

He sat down in his usual chair, setting down the coffee and picking up tutor-bot's monitor head.

"I just hope you still work," he said.

He plugged the monitor into a terminal, and the screen powered on. It was cracked, and the image was fuzzy, but it continued on with the lesson on fossils from before.

"Dinosaurs were capable of moving with tremendous speed and grace," he declared before skipping ahead a bit. "Aside from the valuable information dinosaur bones provided, fossils also gave way to fossil fuels, which today, power our automobiles."

"I can't believe I programmed you with such basic information," Isaac commented. "Everyone knows this."

"Everyone except me, you mean," Megatron remarked.

"Well yes, everyone except you," Isaac replied before gasping in shock.

He looked around, trying to discern the source of the voice.

"Who is there? Show yourself!"

"Over here," Megatron let out, causing Isaac to look in his direction.

"You- you spoke? But how? You have been… offline for- for fifty years!"

"Believe me, I was surprised by my resurgence as well. Though I do wonder how I came to be in this… debilitating state."

Isaac was still reeling, trying to process what was going on. Thankfully, he quickly gathered his wits.

"I am afraid that is a bit of a long story."  
"Since I don't appear to be going anywhere for sometime, I have plenty of time."

…

By the time Isaac finished his story, he had just about finished repairing Tutor-bot. Megatron was more than a little pissed when he learned that Isaac had been reverse engineering his own circuits, but knew better than to let it show. Eventually, the story came to a conclusion, and Isaac sighed.

"And that is how I found you, and how your friends became heroes. The Autobots are your friends, right?"

"Oh, we go way back," Megatron answered.

"I always feared what they would do if they were to learn the truth of where my robotics empire came from. Though I suppose now that you are online, I should come clean to them."

"Actually, I would appreciate it if we kept my presence a secret for the time being," Megatron requested, the lies all too easy to fabricate. "The events that lead to my current state are… embarrassing to say the least. Besides, the Autobots would be more receptive to learning the source of your robotic empire when they see you have repaired one of their closest comrades."

Isaac nodded.

"Yes, I think they would. Very well. I will keep you a secret..." Isaac trailed off. "I'm terribly sorry but, do you have a name?"

"Call me… Megatronus."

"Very well, Megatronus. I will do what I can to repair you." Isaac then let out a sigh, glancing over at the destroyed dinobots. "Though with all the work I have piled up, I fear I may not have the time."

"Perhaps I can lend a servo, so to speak," Megatron offered.

Isaac gave a nod, desperate for any help.

…

Back at the Autobot base, Bulkhead went over to Prowl, who was meditating in his room.

"Hey uh, Prowl?" Bulkhead let out.

"What is it, Bulkhead?" Prowl asked.

Bulkhead rubbed the back of his head in embarrassment.

"Can you… do you think you could teach me to be more like you? You know, all graceful and gentle?"

Prowl perked up in surprise at the request.

"You want me to what now?"

"Everyone looks at me, and all they see is some big clumsy idiot who can only break things. Sure I enjoy breaking things, but not all the time. Maybe if I was more like you, then things would be different."

"Perhaps, but the kind of grace I exhibit isn't easily taught," Prowl informed, springing up and backflipping to his feet. "It takes years of discipline and hard work."

"So does Space bridge repair work and construction work," Bulkhead argued. "I'm no stranger to either."

"True," Prowl conceded. "I suppose I could teach you a few things. Though I would recommend beginning your training in a place with less… breakables."

"Oh come on Prowl, give me a little credit. I'm not that bad."

The massive bot leaned on a table as if to prove this, but the table snapped under his weight and came crashing down. Bulkhead ended up landing on several pieces of equipment that had been laid out on it, much to Ratchet's anger.

"Bulkhead, I needed that!" the medic shouted.

"You were saying?" Prowl remarked.

Bulkhead got up, brushing metal bits off his chest plate.

"Lead the way, ninja bot."

…

In Sumdac's lab, the dino-bots had all been fully repaired. In fact, they'd even been upgraded to be more durable and a bit more mobile thanks to "Megatronus'" help.

"They are wonderful!" Isaac declared. "The Autobots will surely be surprised by the work we have done. Oops, our little secret."

"I suppose you have some calls to make so these magnificent creatures can be returned to their proper place," Megatron prompted.

Isaac started, remembering.

"Oh, of course. I best take care of that sooner rather than later."

"Indeed," Megatron replied as Isaac went off. "We both have a few things to 'take care of'."

…

Out on Lake Michigan, Prowl and Bulkhead located a small island. It had once been a mining facility, but had long since been shut down. Now, there was nothing but plants and trees to be seen.

"This island will be the ideal place to train you," Prowl declared. "It's quiet, peaceful, and there's nothing around for you to damage."

"Then let's get started," Bulkhead let out, slamming his fist into his hand..

"When it comes to grace and precision, there are three steps you need to follow," Prowl explained. "First, assess the situation. Take in everything around you and judge your actions accordingly."

Bulkhead took a moment to strike a pose, taking in everything around him from the leaves falling from the trees to the wind whistling through the branches.

"Got it," Bulkhead declared.

"Next, choose your move," Prowl continued. "Each move you make can determine the outcome of a conflict."

"Choose my move," Bulkhead repeated. "But how do I know I chose the right one?"

"You won't in the moment. You have to trust in the actions you take."

"And what if I don't? What if I hurt someone or break something?"

"If you focus too much on what could be, you will lose sight of what is. You must focus on the moment and ignore any fears of what's to come."

"Right, right..." Bulkhead said, closing his optics.

"Finally," Prowl continued, striking out and slicing several falling leaves. "Execute. Now you try."

"Ok, assess the situation," Bulkhead let out. "Choose my move, and execute!"

He then swung his arms, trying to perform Prowl's graceful moves. Unfortunately, he just seemed to be stomping and kicking the air, doing nothing more than making himself look foolish. Prowl just shook his head as Bulkhead accidentally spun around and crashed into a tree. The tree began falling to the ground, prompting Prowl to leap out of the way before it hit.

"Uh… sorry," Bulkhead let out

…

That night at Dino Drive, Isaac was unveiling the new and improved animatronic dinosaurs to the public.

"Utilizing state of the art robotics, I am bringing Dino Drive into the twenty second century! I give you… the Dinobots!"

He then pressed a button on a remote control, activating the Dinobots. The pterodactyl flew over their heads and cawed loudly, flying in a far more graceful and intricate pattern from before. As it landed on a branch, the T-Rex came into view, with the Triceratops, Brontosaurus, and Stegosaurus right behind it. Everyone was in awe of how much they had changed, Sari giving her dad a grin.

"When you improve something, you really improve it," she declared

"Never go halfway on changing the future," Isaac replied. "That's what I always say."

…

"You humans are so easily entertained," Megatron commented. "Perhaps you will find what I have in store, entertaining."

…

As the crowds marveled over the amazing dinobots, the eyes of the Dinobots began to glow red. Arsenal was the first to notice the change, a bad feeling coursing through her system.

"Professor, I think something's wrong with the Dinobots," she announced.

"I'm… sure it's a small glitch," Isaac reassured. "Nothing I can't fix."

He tried pressing a few buttons to deactivate the Dinobots, but nothing seemed to work.

"Autobots, get these people out of here!" Arsenal ordered. "I do not want a repeat of what happened last time."

"Roger that!" Orion replied, running towards the civilians. "Everyone evacuate the area! Now!"

The T-Rex then lunged towards Isaac, trying to take a bite out of him, but Arsenal quickly grabbed him and pulled him out of the way before it could bite down on him.

"Watch your tailpipe, Pax," She warned.

Orion quickly turned around and saw the Brontosaurus coming at him. He quickly pulled out his axe and batted the machine aside.

Bumblebee rolled on the ground before aiming his blasters at the Pterodactyl. It gracefully arched through the skies, avoiding the blasts with surprising ease.

"Sheesh, how can something so big be so hard to hit?!" Bumblebee exclaimed.

While he was fighting off the Pterodactyl, Ratchet stared down the Triceratops. It let out a snort, smoke billowing from its nose as it pawed at the ground, preparing to charge. As it started forward, Bulkhead charged right at it, slamming into it.

"Not graceful, but it gets the job done!" Bulkhead let out.

"Nice job, Bulkhead," Ratchet commended.

The Triceratops skidded along the ground before lifting its head up, tossing Bulkhead aside. He went flying into the air for a few moments before he came crashing down hard enough for his vision to glitch out.

"Bulkhead!" Prowl let out, narrowly dodging the Stegosaurus' tail.

"Bumblebee!" Ratchet called out. "How about we combine your electricity with my magnetism!"

"Got it," Bumblebee replied. "We create an electromagnetic pulse, and shut em down."

Bumblebee and Ratchet then fired their respective weapons, the two beams combining into one massive blast. It struck the dinobots, electricity and magnetic pulses mixing together. Sari, who was hiding behind a tree, saw the attack taking place, her eyes sparkling with excitement. Suddenly, her key began to glow, pulling her towards the two attacking Autobots.

"Whoa!" she let out. "Hey Bumblebee! I think my key wants to lend a hand!"

She ran forward, climbing up his body like a jungle gym and resting on his arm. A panel opened up for her and she inserted her key, causing the power of Bumblebee's electric blasts to suddenly double. The increase of destructive power began tearing the artificial skin off the Dinobots, revealing a more basic structure underneath. The blast ended and the Dinobots were inert machines once more.

"Everyone okay?" Arsenal called out.

"Yeah, I think so," Bulkhead replied, sitting up.

"I don't understand what went wrong," Isaac let out. "I'm absolutely certain that M- uh, my assistant and I thought of everything."

He headed over to the T-Rex and opened up one of its compartments.

"I'll have to take them apart and reprogram them again," He muttered.

"Isn't that a bit… extreme?" Prowl asked.

"Not really," Isaac replied. "These are not Autobots like you. They have no consciousness, nor the same… what do you call it? Oh! Spark. That's right. They don't have the same spark."

Prowl stood wordlessly as he looked up at the T-Rex. He couldn't help but feel it was staring down at him.

…

Once again, the Dinobots were in Isaac's lab, the scientist having dropped them off before going to get some much needed rest. Megatron meanwhile, was lamenting his current situation.

"The robotic materials on this planet are useless," Megatron let out. "It will take countless solar cycles to create attack drones to suit my needs, and without more substantial robotic capabilities, my prospects are grim, locked away in this accursed lab."

"Grim… Lock…" a strange, guttural voice began to say, drawing Megatron's attention. "Grim… Lock… me Grimlock…"

"So, the Autobots did not destroy you after all," Megatron mused as all five of the Dinobots began to move once again. "What did they do?"

Megatron tried scanning the Dinobots, but his efforts came up empty. He did not detect the control frequency he had used before, as if had either been deleted or overwritten.

"Strange," He admitted. "You do not respond to my Cybertronian commands, yet you continue to function."

The T-Rex, now calling himself Grimlock, just turned towards Megatron ominously.

"Me Grimlock," It said.

"The Key," Megatron realized, remembering the surge of power that he felt when Sari aided Bumblebee. "It must have added something more to that blast. It provided you all… with sparks."

Grimlock turned towards Megatron, his optics narrowing slightly.

"Talking head… know me Grimlock?" He questioned.

"... yes," Megatron confirmed. "I am Megatron. Your leader."

Grimlock growled at that.

"Me Grimlock leader." He snapped his metallic jaws, which clanked harshly as the other Dinobots gave roars and screeches of approval.

"Obey me!" Megatron proclaimed.

All of a sudden, Tutorbot suddenly turned on, still a bit glitchy from the hit he took.

"Good morning, Sari," He greeted, waving at the Dinobots. "Today, we will learn the origin of fossils."

"Oh great..." Megatron grumbled. "Not this again."

"...which gave way to fossil fuels," Tutorbot continued, his screen turning on to show a glitchy image of an oil drill. "These fossil fuels are what power our cars and trucks even to this day."

The screen switched to an image of Chicago traffic as all the Dinobots leaned in.

"Cars and trucks… eat dinosaurs?" Grimlock assumed, instantly growing angry. "Cars and trucks… Bad!"

"Yes," Megatron confirmed, a plan quickly forming. "Those are your enemies. They devour your very bones, they plot your extinction! You must make them pay."

"Make cars and trucks pay!" Grimlock agreed. "Me Grimlock destroy! Dinobots destroy!"

"And do you know what's worse than cars and trucks?" Megatron asked. "Cars and trucks that transform into robots!"

As if to help explain what Megatron meant, Tutorbot switched to an image from the news of the Autobots.

"Cars and trucks bad," Grimlock let out. "Car robots, WORSE!"

"Yes!" Megatron called out. "Now go! Show them the destructive power of Grimlock and the Dinobots!"

Grimlock and the other Dinobots roared in response, actually spewing fire from their mouths. They all flexed their jaw servos as a set of fire extinquishers went off, putting out the fires.

"Me Grimlock like," Grimlock grinned. "But how?"

"Call it a small gift from me," Megatron replied. "Now go! Destroy the fossil feeders!"

Grimlock roared again as he and the Dinobots took off, smashing their way out of the lab as Megatron cackled.

…

The side of Sumdac Systems exploded into flames as the Dinobots emerged from inside. They looked out onto the highway and saw hundreds of cars and trucks passing along. They all roared in rage, Grimlock stomping his foot.

"Destroy fossil feeders!" he commanded. "Destroy!"

They all charged out, turning over cars left and right.

…

Just a short distance away, Bumblebee was driving Sari home.

"What a day, huh?" Bumblebee let out.

"Tell me about it," Sari sighed, leaning back in Bumblebee's passenger seat. "My dad's probably going to be cooped up in his lab for weeks after this."

"Well, at least we shut those guys down before they did any real damage," Bee replied.

Before Sari could reply, a car came out of nowhere and landed right in front of them, forcing Bee to brake. He transformed halfway through the brake, catching Sari as he did. She landed with a thud in his outstretched hands, gasping in shock at what was up ahead.

"You gotta be slagging me!" Bee let out.

The Dinobots were tearing apart the freeway, knocking cars and trucks aside while occasionally breathing fire on them. Multiple blazes had already spread across the street with people abandoning their vehicles to run.

"Uh, Orion?" Bee called over comms. "We've got a problem!"

As people continued running in terror, the police arrived to try and subdue the Dinobots. Fanzone even arrived to handle the situation.

"Give it to me straight," he told the officers present. "How bad is it?"

"We have five fire-breathing dinosaur robots currently destroying every vehicle on the freeway," an officer reported. "We've been trying to contain it, but- look out!"

Fanzone looked up and saw a car flying towards them, quickly ducking for cover. Before it hit him though, Bumblebee caught it, skidding backwards several feet before setting it down.

"You ok, captain?" Bumblebee asked.

"I will be in a minute!" Fanzone replied, grabbing a rocket launcher from a nearby officer.

He fired it at the Triceratops, who caught it in his mouth as it went off. It then belched out the smoke, much to Fanzone's annoyance.

"This is why I hate machines," Fanzone let out.

"What the slag do we do now?" Bumblebee let out.

"Slag… me Slag…" the Triceratops let out. "Me Slag, destroy car robot!"

Slag then spewed fire at them, forcing Bumblebee to scoop up Fanzone and bolt.

"So now these things have names," Bumblebee mused. "That's nice."

"The T-Rex was calling itself Grimlock," One officer piped up helpfully.

"Good to know," Bumblebee replied.

Just then, Bumblebee saw the remaining Autobots coming up towards them.

"Nice timing guys!" Bee called out.

"What are the Dinobots doing?" Arsenal questioned. "And how are they doing it?"

"This doesn't make any sense!" Ratchet exclaimed. "The electromagnetic pulse should have fried their primitive circuitry!"

The Pterodactyl then swooped down towards them and tried blasting at them, causing them to swerve out of the way.

"And instead, they breathe fire!" Arsenal let out. "I'm gonna try and pin this one before he swoops at you again."

"Swoop..." the pterodactyl rasped. "Me Swoop."

"And Me Arsenal!" Arsenal replied, transforming into her jet mode.

"Wait!" Bulkhead called out. "I was thinking… what if we lured the Dinobots somewhere safer first."

"That's… not a bad idea," Orion admitted. "Good thinking, Bulkhead. Arsenal, see if you can lure the flyer away from the city!"

"You got it!" Arsenal replied, already in the air.

"The rest of us, let's get their attention," Orion directed as the Autobots moved forward.

Bulkhead drove right up to Grimlock and knocked him off his feet before driving off. The T-Rex roared in anger, locking sight on Bulkhead as his optics narrowed.

"Truck robot!" He roared. "Car and truck robots fight Dinobots! Dinobots destroy!"

"I think we have their attention!" Bulkhead shouted.

"Good, let's make sure it stays that way," Orion declared. "Fanzone, get your men to clear a path. We're sending these things on a hunt!"

The Dinobots took off after the Autobots as they drove down the highway.

…

Back in Sumdac's laboratory, Isaac stood amidst his wrecked lab, his TV playing a news report of the robot chase.

"This doesn't make sense," Isaac let out. "I followed your directions to the letter and they still malfunctioned."

"I believe this might be my fault," Megatron admitted, doing his best to sound mournful. "In my lust for a new body, I may have put far too much trust in your planet's primitive robotics. The plans I made were simply too complex for what was available."

"I know you wish for a new body, but it will take time to build something that will properly sustain you," Isaac insisted. "The Dinobots are proof that shortcuts simply cannot be taken."

"Agreed," Megatron replied.

…

The Autobots lured the Dinobots out towards a large park where nobody would get hurt. Once they were certain they were far enough from any innocent civilians, they stopped running and transformed, getting into battle positions.

"Cars and trucks, bad," Grimlock let out. "Cars and trucks robots… worse!"

"You know, I am slightly offended at being called a 'cars and trucks robot'," Arsenal admitted. "I'm neither a car, nor a truck."

"Listen, uh, 'Grimlock'," Prowl spoke. "We are not your enemies."

Grimlock growled.

"Bike robot lie!" He roared. "With Cars and Trucks robots! Bike robot bad! Dinobots, destroy!"

"C'mon Prowl, what were you expecting?" Bumblebee quipped.

The Dinobots fired again, causing the Autobots to move out of the way. Prowl ran as fast as he could to evade Swoops assault. Arsenal intercepted the pterodactyl, flying in robot mode as she wrestled with it.

Meanwhile, Slag was breathing fire on Ratchet, who was using his electromagnets to hold a metal billboard up as a shield. The heat was starting to get to him as he gritted his metallic teeth.

"What does it take to stop these things?!" Ratchet let out.

"Not sure," Bumblebee replied, blasting the Stegosaurus. "I liked them a lot better when all they did was snarl and move around."

"Snarl…" the Stegosaurus repeated. "Me Snarl destroy the fossil feeders!"

"Man, these things are highly susceptible!"

Suddenly, Bulkhead perked up, looking around and seeing some fresh asphalt nearby.

"Hey! I got an idea!"

"Lay it on us!" Arsenal replied, avoiding Swoop's fire blasts.

"These things breathe fire, right? Try and lure them over towards the road! They'll melt the asphalt into sludge and we can trap them, just like Sari's tutor-bot told us!"

"Sludge…" the brontosaurus roared. "Me Sludge! Destroy!"

"I say we go for it!" Orion agreed. "We just need to get them there!"

"Leave that to me!" Bulkhead reassured.

Bulkhead charged forward, ramming into Grimlock, knocking him into the asphalt. He then used his wrecking ball like a lasso, yanking Slag, Sludge, and Snarl into the melted asphalt. Arsenal managed to shoot down Swoop and cause him to crash into the asphalt alongside the others.

"Dinobots destroy car robots!" Grimlock yelled, spewing fire to try and free himself.

The other Dinobots did the same, but the sludge just got stickier and stickier. In a matter of moments, they were all stuck tight.

"Why black sticky stuff not destroyed?!" Slag questioned.

"Me Grimlock not know!"

"Sounds like it's a 'sticky situation'," Bumblebee remarked. "Get it? Sticky?"

Everyone just shook their heads in disappointment.

…

Sometime later, the section of the road the dinobots were trapped in had been cut out of the road and surrounded by an energy cage. Isaac stared at them, completely shocked at what his creations had become.

"I can't apologize enough for what happened," Isaac pleaded. "I still have no idea how this could have happened. I thought this was some glitch but… now I'm not so sure..."

"You call breathing fire a glitch?!" Ratchet snapped.

"I… suppose I was overly inspired by you Autobots and your abilities. But, I assure you this will not happen again. The only question now is what to do with the Dinobots. Normally, I'd melt them down, but after this, seeing them name themselves and fight… It doesn't feel like the right thing to do. They're not mindless machines anymore..."

"No, they're not…" Prowl agreed. "I sense something within them. A Spark."

"So what'll we do with them?" Bumblebee asked.

"We're not bringing them back to the base!" Ratchet insisted.

"No," Prowl agreed. "But I have another idea in mind."

…

The next day on the island Prowl had taken Bulkhead to, the Autobots watched the Dinobots roam around the massive forest. They clawed at the ground, sniffed the trees, and seemed to be completely and utterly at peace.

"You'll be safe here," Prowl declared. "No one will bother you, and not a single car or truck in sight."

The Dinobots all roared in response, eliciting a smile from Prowl.

"You think they'll be fine here?" Bulkhead asked.

"Absolutely," Orion declared. "Thanks to you, Bulkhead. It was your quick thinking that let us trap them and end this peacefully."

"Heh, guess I'm more than brute strength after all."

"Just because something is big and destructive, doesn't mean it doesn't have value," Prowl told him.

With that, the Autobots departed, leaving the Dinobots to wander in peace.

"Cars and trucks bad," Grimlock insisted. "Nature… good."

At that moment, a bird elected to poop on his snout, angering the mechanical t-rex.

"Stupid nature! Come here and fight like Dinobots!"

As Grimlock roared up at the birds, his entire body began to shift and morph, transforming him into a more humanoid shape, complete with a glowing red sword. Grimlock waved the sword around as it ignited on fire.

"Me Grimlock… like."


	8. Thrill of the Hunt

"It's barbaric! It's indecent! There oughta be a law against it!"

"Ratchet, it's an auto shop," Arsenal insisted as she and Orion stood behind Ratchet as he looked through the window. "They're common here on Earth."

"You mean they actually sell spare parts on the open market?"

"Automobiles require maintenance, and that means spare parts," Orion rationalized. "Given that the vehicles here aren't sentient, having parts on the open market is only logical."

"I still find it utterly deplorable…" Ratchet's hand went to a piece of exposed circuitry on his left arm, where it looked like something had been forcefully removed. "Why are we even here, anyway?"'

"Bumblebee said he wanted to show us something," Orion explained.

As if on cue, Bumblebee came driving up to the trio, transforming mid stop to show off an armful of goodies he'd picked up from the store.

"Hey, guys! You would not believe the stuff they have in there. Fuzzy Energon Cubes, miniature human female replicas, even tiny, flattened trees with different artificial scents."

"You dragged us all the way out here for this junk?!" Ratchet exclaimed.

He slapped several of the trinkets out of Bumblebee's servos, sending them scattering across the road. Arsenal quickly grabbed the old medic, holding him back.

"Ratchet, enough! Calm down!"

"What's gotten into you tonight?" Orion asked.

Ratchet growled, pulling himself free of Arsenal's grip.

"Sorry Arsenal… Pax… this whole thing just leaves a sour taste in my mouth."

"You saw something like this during the war, didn't you?" Pax guessed.

"Whether I did or didn't is none of your business, Pax," Ratchet snapped. "So drop it!"

"Don't mind him," Arsenal reassured. "Ratchet's never liked talking about the war. It was… hard on everyone involved."

"Well then, don't worry about the war," Bumblebee insisted. "The war is over, and we're not even on Cybertron anymore. We should all just enjoy ourselves in the here and now, basking in the lights of Chicago!"

Suddenly, the lights went out throughout the entire city. The four bots looked confused, then read headlights lit up the street. They turned to see a large green and black muscle car burning rubber just beside them, kicking up enough dust and exhaust to create an intimidating black cloud behind it. The car then took off down the street, forcing the four bots to move out of the way.

"What's that guys hurry?" Bumblebee remarked.

"My guess, he's responsible for the current lack of power," Arsenal remarked. "Orion, your call."

"Arsenal, pursue from the air. Bumblebee, light some sirens. We're taking that driver down!"

Arsenal took to the air, transforming as she went. Bumblebee did the same, lights and sirens on full blast. As Bumblebee maintained pursuit, he activated his stingers to try and tried to shoot the driver, but was met with no success. The car quickly did a u-turn to avoid Bumblebee as Orion and Ratchet rushed to catch the muscle car. Unfortunately, said muscle car was on a collision course with a couple who were crossing the street. Seeing this, Arsenal swooped down and transformed, scooping up the couple and rolling with them, badly scraping her backside on the asphalt.

"Arsenal!" Ratchet called out.

"I'm fine! Stop that driver!"

As Ratchet looked down at Arsenal, the flyer clutching the couple in her servos while gritting her teeth in pain. As he stared at her, her faceplate shifted in his processor, becoming that of a different fembot, a pink one with a scar on her cheek and a determined grimace of her face. Ratchet hit his brakes, feeling a flood of memories overtaking his processor…

…

"_Field medic Ratchet, report!" the voice of Ultra Magnus echoed through Ratchet's comm unit. "What's your status?"_

"_Decepticon fire everywhere, sir!" Ratchet responded. "We're pinned down!"_

_A stray shell exploding nearby knocked Ratchet off his stabilizing servos. He landed near a hole in the ground, where he could hear the sound of someone struggling. He looked down to see a fembot trapped under some rubble. She was a pink two-wheeler, given her size, and was currently hacking at the rocks with plasma knives in her arms._

"_Ratchet, have you located the intelligence officer?"_

"_Affirmative, sir! Unfortunately, so have the Decepticons!"_

"_We need her processor in one piece! She's carrying top secret access codes. They must not fall into Decepticon hands!"_

_After signing off, Ratchet used his magnets to lower himself down to the ground safely.. The second the fembot saw him, she turned on him, one of her plasma knives replacing itself with a gun._

"_Who are you?!" she demanded. "Come any closer and I will slag you!"_

"_Take it easy, I'm on your side," Ratchet insisted. "My name's Ratchet, I'm a med bot."_

_She lowered her gun, turning her weapons back into her hands._

"_Arcee. Unfortunately, my leg's trapped, and I'm pretty sure this rubble's not moving. Only way I'm getting out is without my left stabilizing servo."_

"_Not necessarily. I have a few prosthetic parts with me, and I'm sure one of them will work for you." _

"_It'll do. Just get me out of here. I have to report to Ultra Magnus immediately."_

"_Alright," Ratchet replied, raising his arm as a small gun like device emerged from his wrist. "This is an electromagnetic pulse generator. I'm going to temporarily overload your consciousness center so I can patch you up."_

"_No! You could delete the access codes!"_

"_Don't worry. I have it set to its lowest power. It would take a much stronger blast to do any permanent damage."_

_Ratchet then activated the EMP generator, sedating Arcee so he could begin his work. _

…

As Ratchet finally managed to pull himself from his memories, he was shocked to see the muscle car barreling towards him at high speeds. Before he had the chance to move, Bumblebee leapt towards him and tackled him out of the way. The two tumbled to the ground as the car sped off into the night.

"Everybody ok?" Orion asked, walking up to them.

Ratchet shoved Bumblebee off of him, getting up.

"We're fine!" he snapped. "It's Arsenal we need to worry about. Hopefully all she lost from that crash was some paint on her skid plate."

"How about what you've lost?!" Bumblebee exclaimed. "Like, I don't know, your freaking processor?! What were you doing just standing in the middle of the road like an insecticon in the headlights?!"

"I'm perfectly fine! Now if you don't mind, I have a patient to attend to, and you have a muscle car that's managed to get away!

"What was the deal with that thing anyway?" Bumblebee asked.

"We can catch him another time," Arsenal insisted. "Let's return to base for now."

…

Down the street, the muscle car drove at high speeds, a small screen in its dashboard displaying images of the four autobots. The autobot symbol flashed repeatedly on the screen, suggesting that there was more to the muscle car than meets the eye.

…

Back at the base, Ratchet was finishing his repairs on Arsenal as she flexed her wings.

"Good as new," she said with a sigh before turning to the medbot. "So, you wanna tell me what happened out there?"

"I don't know what you're talking about."

"Yes, you do. You froze up out there, and I want to know why." She took his servo in hers, making him face her. "You know you can talk to me, right? We've known each other for millions of stellar cycles, and you know I won't judge."

"I'm fine."

Arsenal just sighed as she leapt up off of the medical table.

"If and when you are ready to talk, my auditory receptors are open."

She then walked out of the medbay and into the media room, where the rest of the Autobots were gathered around the TV.

"We've been monitoring police reports about mysterious vehicles and power outages," Prowl relayed. "So far, we've come up empty."

"Hang on," Orion spoke up. "Go back."

Prowl flipped back to a news broadcast that showed the muscle car being pursued by several police cars.

"_We take you live to our News 44 copter following a high speed police pursuit in progress."_

As the car drove down the street, it suddenly sent out a pulse, one that killed the lights, sent the police cars skidding across the road, and even knocked out the news camera. When Arsenal saw that, her jaw dropped, as did Ratchet's as he entered the room.

"It can't be…"

…

_As Ratchet finished his patch job, the blaster fire above them began to intensify._

"_Let's get you out of here, soldier," Ratchet declared, transforming into his vehicle mode before using his magnets to load Arcee into his rear compartment. "Ratchet to Arsenal, you copy?"_

"_I copy Ratchet!" Arsenal shouted through the comms, blaster fire erupting around her. "What's the status of the package?"_

"_Package secure, but we can't stay here long enough for me to finalize the repairs. I need an evac, stat!"_

"_No can do! I'm pinned down and taking heavy fire! You'll have to take the old tunnels! They're your only shot!"_

"_Understood! See you on the other side!"_

_With that, Ratchet took off down the tunnel. Unbeknownst to him, a large car was parked in one of the side tunnels, red headlights clicking on as the medbot went streaking past. The car then pulled out of the tunnel and began pursuing the medbot at top speed. Ratchet quickly noticed the tail and let out a snarl._

"_Eat my dust, Decepti-creep!"_

_Ratchet then shot out a cloud of dust that obscured the car's vision as he sped up. Unfortunately, he didn't see that a trap had been set up ahead, a laser grid criss crossing the tunnels, connected to a spike trap. Ratchet set it off, his treds getting torn apart by the spikes and forcing him to skid to a stop. _

"_Slag!" Ratchet cursed, gently placing Arcee on the ground and transforming into robot mode._

_The car came to a stop in the shadows of the tunnel, transforming into a bot. His form was green and black, lacking neither an Autobot insignia, nor a Decepticon branding._

"_What are you hiding, medbot?" he inquired. "Wouldn't be an Autobot intelligence officer by any chance, would you?"_

"_Like I'd ever tell you, con."_

"_Con? You got it all wrong. I'm not an Autobot or a Decepticon. I'm just a bot who works for the highest bidder."_

"_Bounty Hunter, eh? Just as low."_

"_Aw, that wounds me."_

_The bot then launched one of his fists at Ratchet, prompting the medbot to activate his magnets and stop it in its tracks. Ratchet then used his magnets to shatter the hand before running right up to the bot. The bot managed to grab Ratchet's arm and flip him onto the ground with relative ease._

"_Please don't tell me that's all you got," the hunter jeered. "You'll put me to sleep."_

"_Huh, not a bad idea."_

_Ratchet aimed his EMP at the bounty hunter, who quickly evaded the shot. It ended up hitting a security panel, which dropped down and pinned Ratchet to the ground._

"_Nice try, medbot," the hunter commented._

"_Back off, Con!" _

_The hunter turned to see Arcee struggling to get to her feet, aiming a blaster at him._

"_You touch him, and I'll blast you into scrap metal."_

_The bounty hunter chuckled, turning to face her fully._

"_Isn't that cute. You can barely stand and you think you stand a chance against me?"_

"_Come and find out," Arcee challenged._

"_No! Get out of here!" Ratchet pleaded as the hunter moved towards her._

_Arcee opened fire on the hunter but he easily dodged the blasts before aiming a well-placed kick on her prosthetic leg. She quickly collapsed to the ground, grunting in pain as she clutched her injured leg. The hunter took the opportunity to backhand her into a wall, scrambling her circuits enough to knock her out._

"_Arcee!" Ratchet shouted._

_The hunter then went over to Ratchet and promptly punched him out as well._

…

"Hey, Ratchet!" Bulkhead's voice called out, snapping Ratchet out of his trance. "Didn't you hear the boss-bots? We're going after the guy in the muscle car!"

"Ok ok, don't throw a rod."

"You know Ratchet," Orion spoke up. "You can monitor from here if you're not at optimum."

"I'm fine!" Ratchet insisted, transforming into vehicle mode. "Let's roll!"

With that, the six Autobots took off after the mystery muscle car.

…

Out in the city, the lack of power had led to several car crashes all across Chicago, which meant everywhere was in total chaos.

"These blackouts are gonna do some major damage," Orion recognized. "Bulkhead, Prowl, fall back and help the humans. Everyone else, maintain pursuit."

Bulkhead and Prowl broke off, taking a side street to help the humans as the rest continued forward.

"I can see him up ahead," Arsenal reported.

Orion pulls forward, getting the car in his sights.

"Alright, I'm only gonna say this once. We can do this the easy way, or the hard way. Your choice."

Rather than respond, the car popped open a small compartment on its trunk and unleashed an oil slick. Orion slid across the street before transforming and planting his axe into the ground, allowing him to skid to a stop before colliding with a fuel truck. As Orion picked himself up, he went over to talk to the driver.

"Sorry if I scratched your vehicle sir. I understand something called 'insurance' will take care of the damage."

As he said this, Bumblebee managed to get in front of the muscle car, revving his engines as fast as he could.  
"I believe the humans call this game 'chicken'! Let's see who wins, muscle-head!"

As Bumblebee continued racing towards him, the car's engine raised up a bit, causing a wave of energy that blacked out the entire street. As the lights finally turned back on, the car was gone.

"Hey! Where'd he go?"

Ratchet skidded to a stop, turning into his robot mode as a look of horror washed across his face.

"That car… the EMP's… it can't be…"

Arsenal landed beside the medbot, transforming as she did.

"Let me guess, you and I are thinking the same thing, aren't we?"

"Lockdown…"

…

_Ratchet's optics quickly snapped on as he took stock of his situation. His head was killing him, and he could feel one of the horns on his helm had snapped off from the force of the punch. His left arm ached as well, and he could feel several frayed wires and exposed circuitry. Arcee was next to him, struggling on a table similar to one he was on. One look at them both revealed that they were tied down with thick cables around their chestplates, arms and legs. He tried activating his magnets to free himself, but they seemed to have no effect on the cables._

"_Your magnetic powers won't work on these cables," the hunter told him, grabbing a hook and attaching it to his arm in place of his hand. "Carbon fiber, non-metallic. Perfect for keeping cybertronians contained."_

"_Who are you?" Arcee snapped. "Why are you doing this?!"_

"_Names Lockdown. As for the reason, why it's quite simple, missy. The Decepticons are offering me quite a few upgrades for the info you're carrying."_

"_I'm not telling you scrap!"_

"_Oh, I think you will," Lockdown remarked. "Especially once you see the means I have to make you talk. Like my new EMP generator."_

_Ratchet went wide eyed as Lockdown showed off the EMP now attached to his arm. In horror, Ratchet looked down at his own arm, seeing that his tool had been ripped from his arm._

…

"There he is!" Orion declared.

Orion managed to leap across the rooftops before landing right in front of the muscle car.

"It's the end of the line, sir. Step out of the vehicle and surrender!"

"Just one problem with that," the car replied before transforming into the robot mode of Lockdown. "I am the vehicle."

"Another Decepticon?"

Lockdown chuckled.

"Do I look like I have their branding on me? No. I'm my own bot. Names Lockdown."

Lockdown then fired the EMP generator at Orion, shutting him down in a matter of seconds.

"Pax!" Arsenal shouted, rushing forward as she readied her blasters. "Get away from him you walking scrap heap!"

Lockdown just turned towards her and fired the EMP generator again, causing her to collapse to the ground.

"The Autobot who scrapped Megatron, and the Decepticon turncoat. This must be my lucky day."

Ratchet saw what Lockdown had done and tried to reach him in time, but Lockdown managed to throw a gas bomb to the ground to conceal his escape.

"Pax! Arsenal! NO!"

…

Later, the bots reunited to try and find out where Lockdown had taken Orion and Arsenal.

"My scans show no trace of Orion, Arsenal, or the muscle car," Prowl lamented.

"How could one human make off with two Autobot commanders and mask their signatures?" Bumblebee questioned. "It shouldn't be possible!"

"Well, now it is," Bulkhead replied. "So what do we do now?"

Everyone turned to Ratchet, who immediately bristled under their gaze.

"Why are you lot staring at me?! I'm a medibot, not a field commander!"

"One, because you're the highest ranking bot here," Bumblebee replied. "And two, because you seem to know something about this muscle car guy and aren't sharing. Come on, doc bot, out with it! What do you know that we don't?"

Ratchet hesitated for a minute, then vented slowly.

"His name is Lockdown, and he's not a car. He's a Cybertronian, one who is neither an Autobot, nor a Decepticon. He's a bounty hunter, one who captured me in the Great War. He's the one gave me this." he pointed to his snapped horn. "He may not wear their brand, but he's always been chummy with the Decepticons, delivering innocent bots to Megatron and his lieutenants after stripping them of their mods. He took my EMP, the same one he's using to cause these blackouts."

"And now he has Orion and Arsenal…" Prowl dreaded.

…

Orion and Arsenal were struggling against the carbon fiber bindings strapping them to Lockdown's worktables.

"Don't bother, Orion Pax," Lockdown jeered. "Many a bot have tried to escape from those bindings, and all have failed."

"How do you know who I am?" Orion asked.

"I make it my business to know these things. There's a hefty bounty on the Autobot who destroyed Megatron."

"Hate to break it to you, but I'm not the one who-"

"Not my problem. Once I turn you over to the Decepticons, I'll get the best upgrades of my career. And I figure adding the Decepticon traitor to the mix will be quite the bonus."

"If you think you're going to turn either of us over, you've got a few glitches in your processor," Arsenal swore. "Our team will find you and slag you before you can even get off planet!"

"Bring em on!" Lockdown boasted. "I could use some spare parts."

Arsenal seethed as Orion looked around, trying to come up with a plan. He checked his arm, but found his axe had been taken. He found it resting on one of the trophy shelves and quickly formulated a plan.

"I see you've already helped yourself," Orion noted.

"Oh, you mean this?" Lockdown replied, picking up the axe. "Pretty nice, I gotta admit."

"You have no idea."

Orion then fired his grapnels at the axe, pulling it out of Lockdown's hands and letting it slice through the cables. Orion quickly grabbed it and tried to move towards Lockdown, but was met with another EMP blast. He fell back hard, much to Arsenal's horror.

"Leave him alone!" she shouted. "You can have me, but let him go!"

"Fraid I can't do that. Don't worry though, it was just a low level pulse to quiet him down. Nothing too damaging."

Arsenal strained against the cables as hard as she could, lashing out with a murderous frenzy that had Lockdown taking a step back.

"You got spark, I'll give you that. Once I take your friend's grapnel, maybe I'll help myself to your blasters."

Lockdown's hand then formed into a saw, ready to slice into the two Autobots.

…

Meanwhile, the other Autobots were frantically searching for their lost commanders, regrouping in a darkened intersection after coming up empty.

"Anything?" Ratchet questioned.

"Nothing," Bumblebee replied. "Not so much as a trace of either of the boss bots."

"How could I have not seen it before?" Ratchet lamented. "Lockdown was casing us the whole time. Hiding in plain sight. And we fell for it, bolt, cable, and-"

"Wait," Prowl let out, an idea coming to him. "Hiding in plain sight! Ratchet, you said that Lockdown was a collector right? Taking bots' mods and spare parts, right?"

"Yes, what about it?"

"On Cybertron, things like that are taboo, but here on Earth..."

"Spare parts are sold on the open market!" Bumblebee exclaimed. "The auto shop! The one that opened up the same day the muscle car showed its ugly faceplate!"

"The shop must be Lockdown's ship in disguise," Prowl insisted. "That's where Orion and Arsenal are being kept."

"Then let's roll!" Bulkhead declared as everyone transformed.

"I… I can't go back there…" Ratchet dreaded.

"Are your circuits crossed?" Bumblebee questioned. "This is Arsenal and Orion we're talking about here!"

"No time to argue," Prowl informed. "Let's just move!"

They all took off down the road, leaving Ratchet alone in the intersection.

…

"_You have both Orion Pax, and the traitor?!_" Blitzwing's rage face demanded over Lockdown's communication array. "_Hand them over at once! The cursed Autobots will pay for what they did to our leader!"_

"Speaking of payment, I'm gonna need mine first. And I want double since I'm handing over twice the quarry you asked for."

"_Patience, my bounty hunter friend," _Blitzwing's icy face requested. "_You'll receive your payment, as well as sufficient compensation for the added bot. I assure you, you will not be disappointed._"

Suddenly, Blitzwing's face switched over to his crazy face.

"_Ooh! I wanna see him turn into a fire truck! Can I?! Can I?!"_

Blitzwing was then pushed out of the way by Starscream, who took center screen for the transmission.

"_Silence! I want to ensure you truly have the bots you claim to possess before any upgrades trade servos."_

Lockdown stepped aside, revealing the two trapped autobots. Starscream grinned.

"_You do not disappoint, Lockdown. We'll meet at the rendezvous point as planned._"

"Perfect."

…

Just outside, the Autobots quickly arrived and transformed into robot mode.

"This bounty hunter is smart," Prowl warned. "We must be smarter. Proceed with extreme caution."

Bumblebee and Bulkhead nodded in response as they moved towards the building.

…

Inside the ship, Lockdown was watching the monitors and could see the Autobots making their approach.

"Well, well, seems your crew came after all," the bounty hunter mused. "Time to go collect my spare parts."

"You stay away from them!" Arsenal snapped, straining as hard as she could.

"You're not exactly in a position to make demands."

"Maybe not, but when I get out of here, I'll remind you and the rest of the Decepticons why I was one of the most feared bots on the battlefields of Cybertron!"

"'Was' being the key word."

…

Back outside, several turrets began rising up from the roof, opening fire on the Autobots as they approached. They all quickly dispersed to avoid getting shot, with Prowl leaping up and using his shuriken to slice through one of them. He then took the turret and shot at the others, destroying them instantly.

"Way's clear!" Bulkhead called out. "Now to make us a door!"

Bulkhead quickly rammed into a nearby wall, creating a massive hole in it for the others to enter through. At first, it seemed like he was standing in the middle of a completely empty warehouse, until red headlights illuminated the space.

"You wanna play rough?" Bulkhead taunted, activating his wrecking ball.

Lockdown entered his robot mode, entering a 'come at me' stance.

"Bring it on, Autobot."

Bulkhead then swung his wrecking ball over his head as he charged towards him, launching it at him with all his might. Lockdown jumped out of the way, then fired some quick hardening cement at the wrecking ball, sealing it where it landed.

"This stuff can't hurt me!" Bulkhead insisted.

"It doesn't have to hurt you," Lockdown declared. "Just keep you out of the way."

"Hey! No fair!"

…

Meanwhile, Bumblebee was casing the building, trying to scout out an entrance or exit. As he did. He spotted Lockdown's vehicle mode zooming past.

"Guys, I found him!" he declared, transforming and chasing after.

The two cars drove at top speeds around the building, with Bumblebee slowly gaining ground.

"Give it up you factionless waste of spare parts! I'm the fastest thing on wheels!"

Lockdown said nothing in response, merely pulling out Pax's axe and slicing a nearby fuel line. Bumblebee got caught in the resulting fuel spill and went skidding out of control. He crashed into a wall, returning to robot mode as he laid groaning on the ground.

"That… that was Pax's axe…" Bumblebee realized.

"Yep," Lockdown declared, walking over and holding the blade in his hand. "And next, I'll take your stingers. I'll hang them on the wall, right next to Arsenal's blasters."

Before Lockdown could make another move, Prowl landed on top of his face, running his back tire over it. He then landed, transforming as he did before readying his hubcap shuriken.

"Oh yeah, you," Lockdown remembered, rubbing his face to get rid of some of the skid marks. "Almost forgot about you. I gotta say, it's been a long time since anyone got the drop on me."

"The next time will be much sooner," Prowl remarked, throwing his shuriken at him.

Lockdown sliced through one with his saw arm before lashing out at the ninja-bot. Prowl quickly leapt over Lockdown before kicking him in the face. He got a few more blows in before Lockdown managed to graze him with the saw.

Prowl backpedaled, his foot entangling in a pile of scrap and sending him falling onto his skid plate. Thinking fast, Prowl leapt up to avoid the oncoming attack from Lockdown and landed off to the side, picking up a nearby pipe and spinning it like a staff. Prowl swiftly leapt up over Lockdown and used the pipe to trip him up and knock him to the ground. Prowl took a swing at him, but Lockdown used his saw to cut the pipe in half. Not one to be deterred, Prowl spun the split pipes in both of his hands before he got a facefull of the EMP. The ninjabot fell over as Lockdown got to his feet.

"You got some moves, I'll give you that," the bounty hunter admitted. "Maybe you and I can have a spark to spark, teach each other a few tricks."

"Don't take another step, Bounty Hunter," Ratchet's voice called out from behind Lockdown.

Lockdown turned and saw the med bot moving towards him.

"I remember you. The med bot who gave me my EMP generator. I may not know names and faceplates that well, but I never forget a trophy."

"Let Orion and Arsenal go, and hand over the EMP."

"Or else what?"

"Or I'll disassemble you piece by piece while naming each and every circuit."

"Give me a break. You couldn't disassemble a scraplet if it was offline and half-broken.

Enraged, Ratchet charged at the bounty hunter, only to get met with a blast from his own EMP generator.

"Like I said, give me a break. Too bad I already got what I wanted from-"

Just then, Ratchet shot a magnetic blast at Lockdown, knocking him into the side of a building before letting him drop to the ground. Lockdown got up, rubbing his head.

"What the hell? How are you standing? Your system should be rebooting!"

"The humans call it 'playing possum'. Don't ask me what a possum is."

Ratchet then used his magnets to lift a car over Lockdown's head before dropping it on him.

"Guess it never occurred to you that the EMP generator would have no effect on the one bot it was designed for."

Leaving Lockdown to struggle under the car, Ratchet ran for the door, gritting his dentas as he tried to think.

"Alright Ratchet, think. It's a ship, right? That means there's an Air Lock, not a door."

Ratchet reached his hand out and grabbed part of the wall, tearing it off to reveal the airlock behind it. He then tore off another piece nearby, which revealed the locking mechanism. A quick burst from his magnet shorted it out and opened the door. Slowly, Ratchet made his way inside, the familiar interior of the ship bringing back a torrent of memories and emotions into the old medibot.

Silencing the voices and compartmentalizing the emotions for the time being, he entered the main area of the ship. There, he found Orion and Arsenal on their tables, tied down with the cables. Orion's grapnel had been removed, fresh energon around the wound. Arsenal was in a similar state, panels on both of her arms missing and energon surrounding the exposed circuitry.

"Pax. Arsenal."

"Ratchet," Arsenal called out in relief. "Orion's currently in sleep mode from the pain and from your EMP."

Ratchet quickly ran over and deactivated the cables, freeing the two captive Autobots. Arsenal sat up, venting in pain as she moved over to Orion. Together, she and Ratchet got his servos over their shoulders and lifted him off of the table.

"We need to move," Ratchet insisted. "I don't know how long Lockdown will stay down."

Just then, the entire ship started rumbling, making both conscious bots uneasy.

"Launch sequence," Arsenal realized.

"We have to get Orion out of here," Ratchet insisted.

"Don't have to tell me-" Arsenal was cut off when the door opened, revealing Lockdown, "-twice..."

Lockdown backhanded Arsenal with his hook arm while simultaneously hitting Ratchet with Orion's grapnel. Both bots went flying, Orion just dropping to the ground in a groaning pile.

"Playing possum, huh? I'll have to remember that one."

…

Outside the building, Bumblebee was slowly coming to as a loud engine noise began ringing out.

"Is it just me, or is that a very bad sound?"

Bumblebee looked up and saw the auto shop shimmering out of existence, being replaced with a terrifying ship that was clearly Cybertronian and about to take off.

"Yeah, that's bad."

…

Ratchet quickly got back up and aimed his magnet at Lockdown, who dodged it and used the grapnel to grab an energy spear off the wall. He spun it around for a bit before launching it at Ratchet, forcing him to leap out of the way. As Ratchet rolled on the ground, Lockdown's foot collided with his chestplate, pinning him to the ground.

"You know, I'm beginning to appreciate those magnetic gauntlets of yours. I just might have to clear a new spot on the trophy case."

"You want trophies? Have your fill!"

Ratchet then quickly used his magnets to lift an entire trophy shelf up and toss it at Lockdown. The bounty hunter landed hard, the shelf pinning him down. Before he could get up, Ratchet stomped down on it, scanning the trophies before spotting Arsenal's cannons.

"You know, there was a time I'd use my EMP generator to remove any ill gotten mods painlessly," Ratchet remarked, picking up the cannons and Orion's axe. "Too bad I don't have it anymore."

He then used his magnets to rip the grapnel from Lockdown's servo. The bounty hunter screamed in pain, energon running from the fresh wound. Ratchet gathered up the stolen mods and prepared to leave when he heard the bounty hunter say something through gritted dentas.

"The… EMP…" Lockdown wheezed out, pulling the EMP out from his arm. "Use it… please..."

Ratchet looked down at the EMP generator in fear and anger, his processor taking him back to the last time he used his lost mod…

…

_Ratchet could do little else but watch as Lockdown loomed over Arcee._

"_You must have some primo data in that processor of yours," Lockdown remarked, tapping her head with his hook._

"_Get melted, bounty hunter," Arcee cursed._

"_Ooh, such spirit. Hope for your sake it holds out. Cause you're going to be interrogated by Megatron himself."_

_Lockdown then moved away, the tables lifting up so the two imprisoned Autobots were upright. Arcee scanned the area, trying to figure out a plan before her optics landed on Ratchet's removed EMP. With a quick kick, she sent it right at Ratchet's servo, who managed to catch it._

"_You have to use it on me," she insisted. "Turn it all the way up and wipe my processor."_

"_What? No, I can't."_

"_There's no other way. If Megatron gets those codes, then all of Cybertron is doomed."_

_Hearing some of their whispering, Lockdown turned around and saw Ratchet with the EMP. _

"_What the…"_

_Realizing time was of the essence, Ratchet did what Arcee wanted. He dialed the EMP up as high as it would go, then fired. _

_He ended up scrambling his own processor in the process, and thus the rest of the events were a bit hazy. He had vague memories of a small shootout, Arsenal shouting at him, then coming to in the tunnels, a ways away from Lockdown's ship. Arsenal was trying to patch Ratchet's arm, but was doing a rather poor job, and was only succeeding in making the wound worse._

"_A-Arsenal…?" Ratchet let out._

"_Take it easy, Ratchet," She told him. "That pulse you sent out was massive, but it gave me something to track. You're lucky you didn't wipe your entire data bank with that, what were you thinking?"_

"_I… Arcee! Where's Arcee?!"_

"_Easy ratch, she's right here." Arsenal gestured to the prone fembot laying right next to Ratchet. "She's still in sleep mode, but appears unharmed. Lockdown didn't hurt her."_

"_Thank Primus…."_

_Arcee began to stir at that and Ratchet quickly got up, ignoring the protesting circuits in his injured servo as he cradled Arcee's head._

"_Hey there, Arcee. We're alright. We're out."_

"_Arcee?" she repeated. "Who's… Arcee? Do I know you?"_

_Ratchet recoiled in sorrow, feelings of failure and frustration quickly washing over him._

…

Anger coursed through Ratchet as he stomped over to Lockdown.

"You want me to use that EMP to make your pain go away?" he snarled.

As Ratchet approached, Lockdown discreetly reached for an electric whip on the ground near him. He grabbed it and tried lashing it out at Ratchet, only for him to dodge and blast him with his magnet in return. He then grabbed his EMP while Lockdown was crying out in pain.

"This was a medical tool! Meant to heal bots! But you… you turned it into a weapon."

Ratchet turned it to full blast, then aimed it right at the control console, completely frying every piece of tech there.

"This ones for Arcee," Ratchet said to himself.

By this point, Arsenal had managed to regain consciousness, going over to Ratchet and Orion. She grabbed them both as Ratchet ensured he had all of their stolen mods. Once they were certain they had everything, the three Autobots bailed from the now falling aircraft, Arsenal flying them back down to the ground to safety. The added weight, plus the pain in her servos, made for a rather rough landing, the three bots rolling along the ground as Lockdown's ship crashed into the river.

…

Back at the base, Ratchet was quick to patch the two of them up and reattach their mods. By now, Orion was fully functional once more, much to the veterans' relief, and his grapnel was working like a charm.

"Good as new," Orion noted, turning towards Ratchet. "You really saved us both. I know that couldn't have been easy on you."

"Lockdown's always been a… sore spot for Ratchet," Arsenal remarked, testing her blasters to make sure they were working.

"I can imagine. And I understand a bit more why you don't like remembering it."

"It's not that I don't want to remember," Ratchet replied. "I have to, for… for those who can't."

"Still, if you ever need someone to talk to, to try and make remembering a little easier… you don't have to look far."

Ratchet paused for just a moment.

"... what do you want to know?"


	9. Nanosec

It was a quiet night at the docks of Chicago, workers having long since gotten off. Some fireworks were going off in the distance in celebration of something. All of a sudden, the sound of burglar alarms filled the area as a red-haired thief took off out of the warehouse. Trailing after him were a trio of cops who were struggling to catch him.

"Stop in the name of the law!"

"Make me, coppers!" the thief called back before chuckling. "I always wanted to say that."

They chased him through the maze of storage containers that littered the docks, one cop attempting to circle around. The thief spotted him and rolled his eyes.

"Seriously? An intercept? Oldest trick in the book."

He made it to where the intercept would take place and jumped, right as the cop dove to catch him. They just got a facefull of concrete as the thief landed on them and vaulted off."Suckers!" he called back before running off.

As he rounded a corner, he saw a yellow car with the drivers side door open. He quickly slipped inside, eying the wheel hungrily

"Man, some people are dumber than refrigerators. Leaving a car like this running, it's just begging to be stolen.

Suddenly, the car door slammed shut on him.

"If I were you, I'd watch who you're calling a refrigerator," the car mocked.

Suddenly, it transformed around him, forming into Bumblebee. He landed hard, the thief trapped in his grasp. The thief growled and brought his feet up, slamming them into Bee's optics. His vision fizzled and Bumblebee grabbed his face in pain, dropping the thief. He immediately took off, much to the bot's fury.

"Ok, that was uncalled for." He sped forward, blocking the thief's path. "Too slow!"

The thief tried running in another direction, but Bee intercepted him again.

"Dude, you're a fleshie human with legs. I'm a giant robot with wheels in my feet and an alien engine. You're not gonna win this."

The thief tried running once more, only for Bulkhead to stop right in front of him before transforming.

"Let's wrap this up already Bee," Bulkhead insisted. "I'm trying to watch the fireworks."

"Hey, he called me a refrigerator, then kicked me in the faceplate! Now I have boot prints on my optics!"

"There's no need to get bent out of shape over it."

"I'm not bent out of shape! I got this! No human can outrun me! I'm the fastest thing on wheels!"

"Which usually gets you a speeding ticket and a chewing out from Arsenal and Orion."

"Who went offline and made you Prime?!"

As they argued, the thief attempted to slip away, but Bulkhead brought his wrecking ball down right in front of him.

"And just where do you think you're going?"

All of a sudden, the dock started cracking under their feet. Much to their dismay.

"Oops," Bulkhead let out.

The docks shattered, dropping the bots into the water. The thief would have dropped too, but he was able to grab part of the dock as it crumbled. Unfortunately, the piece he'd grabbed was quickly pulling loose. He called out for help, seconds before the piece broke. He didn't fall far though before a large blue hand caught him. The thief looked up to see that Orion was the one to catch him.

"Now I'm kinda new to this planet," Orion spoke as he pulled him up. "But I'm pretty sure you're supposed to pay for those things before taking them."

The thief sagged in Orion's grib, dropping his stolen loot. As Orion walked off to deal with the thief, Arsenal came walking out of the water, dragging Bumblebee and Bulkhead behind her.

"You two crankcases have a lot of explaining to do..." she growled.

…

The next day at Sumdac Tower, Isaac was working on a small, prototype limb for 'Megatronus', assembling the appendage next to his head. His optics never left the doctor as he powered on the limb. Unfortunately, the limb seemed to spark and fizzle out, much to Isaac's disappointment.

"I warned you the servo would be incompatible," Megatron remarked bitterly.

Isaac jumped slightly upon hearing Megatron speak.

"Sorry," he apologized. "I'm still not used to hearing you speak."

"It is understandable. However, if I am grow beyond my current confines, I will require Destronium"

"That, unfortunately, will be difficult. While Destronium may be plentiful on Cybertron, we have only managed to synthesize small samples of it here on Earth."

"That is… disappointing."

"I bet Orion and his crew could help us, if you let me talk to them."

"No!" Megatron snapped before regaining his senses. "That is… I do not wish for them to see me in this weakened state. Besides, constantly checking on your progress regarding me would only distract them from the good they do in the city."

"I… suppose so…"

…

Back at the Autobots base, Arsenal was still going off on Bumblebee. Bulkhead had been dismissed after getting his fair share of lecture on the destruction of the docks, but Bumblebee's was far from finished.

"And on top of that, your hotshot attitude, you nearly got yourself, Bulkhead, and a civilian slagged! For once, think with your processor and not your thrusters!"

"Hey, it wasn't my fault we dropped into the river."

"This isn't about blame, Bumblebee," Orion interjected, walking up to them. "It's about acting rashly without thinking of the consequences. That's something I want you to work on with Bulkhead and Prowl today."

"Hang on, why Bulkhead? He's the one who broke the pier, not me!"

"Because when Bulkhead makes a mistake, he owns up to it and immediately begins fixing it," Arsenal explained. "He's aware of the effect of his actions. You on the other hand, need a little help."

"Hey guys!" Sari called out, running inside. "You'll never guess what I've got."

Everyone turned, seeing the young girl running in, carrying something behind her in a wagon covered by a tarp.

"Bumblebee, remember that prototype I told you my dad was building?"

"Yeah?" Bumblebee replied.

"Well…" she then proceeded to pull off the tarp. "Tada!"

Bumblebee marveled at the twin yellow booster jets that laid before him.

"Sweet!"

"You're not seriously thinking of attaching those to yourself, are you?" Orion questioned.

"Of course he's not, because they're untested, dangerous, and he's already in incredible trouble as is," Arsenal declared.

"Even if he wanted to attach them, he'd need me to do it," Ratchet spoke up, glaring at Bee. "And considering I just got finished pounding the latest set of dents out of your frame, I'm in no mood to be complicit in this reckless escapade."

"What?" Sari let out. "Come on, don't be like that. You're acting as if my dad's equipment will explode once you turn it on! It's completely safe!"

…

At Sumdac Tower, Isaac was on call with his lab team working on a new speed enhancing suit, which seemed to be malfunctioning. The test pilot was running around in a large circle, screaming the entire time as the rest of the team struggled to bring him to a stop.

"_Professor Sumdac, we seem to be having a problem with the new turbo blade cyber suit!"_

Isaac sighed, as if having expected this.

"Send me the schematics and I'll try to work out the bugs."

"Cyber Suit?" Megatron inquired.

"The latest in bio-cyber interface technology. In theory, the suit can increase human muscle speed and reaction time a thousand fold."

"As… impressive as that is, I believe we were discussing the collection of Destrodium for my new body."

"Ah, yes. Well, if contacting your friends is still out of the question, I fear the only sample of Destrodium is all the way across town, and extremely unstable. By the time it was transported here, it would either be completely useless, or worse, highly explosive."

"How soon would it need to be moved to be usable?"

"I'd say… under ten minutes or so. Unfortunately, nothing is that fast, not even the flyer of the Autobots, or that yellow racer Sari is close with."

Megatron's good optic narrowed, scanning the turbo suit's schematics.

…

Sometime later, the thief the Autobots had apprehended was sitting in his cell, lamenting his luck and just waiting for something to happen. Eventually, the guards approached his cell and began unlocking it.

"Nino Sexton, your bail's been paid," the guard informed. "You're free to go."

"I don't know anyone with that kind of scratch," Sexton commented. "Who paid?"

"Don't know, and frankly, I don't care. Just get out, and make sure I never see your face in here again."

With that cold dismissal, Sexton collected his meager belongings and left the station. Almost immediately, a courier bot approached him, carrying a large box.

"Package for N. Sexton," the courier announced.

"Seriously?"

"Seriously," the courier replied, handing him the box and walking off.

Now completely weirded out, Sexton took the package and retreated into an alley, using a small knife to cut it open. Inside was a folded up turbo suit, and a small datapad with instructions.

…

Meanwhile, Bumblebee, Bulkhead, and Prowl were out driving on the road, with Bumblebee speeding ahead when he could.

"Slow it down, Bumblebee," Prowl instructed. "And try not to draw attention to yourself."

"Two commands that just don't gel with me," Bumblebee replied.

"Bumblebee..." Bulkhead let out in an exasperated tone. "Take this seriously. If you don't, Ratchet may stall your T-cog. "

"Besides, the whole point of this exercise is to learn how to blend with your environment," Prowl explained.

"Yeah, cause nothing says stealthy like a motorcycle driving itself," Bee remarked.

A holographic image shimmered, becoming a motorcyclist in full gear and a full face helmet. The hologram turned to Bee, and the bot could feel it smirking at him.

"Better?"

"Hilarious. Besides, why hide, when you can accelerate!"

The second he said this, he was immediately forced to hit the brakes, a massive traffic jam stopping all traffic as far as the bots could see.

"And in the event you can't just accelerate?" Prowl retorted, a smug note to his voice.

Just then, several police cars sped past, each one flashing their sirens. Bee watched them go, then a small panel opened on his roof, revealing a small, magnetic klaxton.

"I believe 'this' will help me blend well," Bee remarked, circumventing the traffic by following the cop cars.

Prowl's hologram shook its head in disappointment.

"You gotta admit, that was kinda clever," Bulkhead allowed.

"Please, don't encourage him."

…

Meanwhile, some kind of orange and black blur was streaking across the city, zipping in and out of banks before anyone could even register what was happening. One man who was attempting to get money from the bank had it literally ripped from his grasp before he even had time to blink.

"Hey! Where's my money!" the man let out.

"It was just here!" the teller replied. "But then it disappeared! In a nanosec!"

Outside of the bank, the black and orange blur came to a stop, revealing to be Sexton in the turbo suit. He looked back at the bank, smirking.

"Nanosec?" he mused. "Not a bad name."

As he mused about his new name, several police cars rounded the corner, much to his fake despair.

"Oh heavens, the police. However shall I escape?

He then instantly took off down the street, moving much faster than any of the cars. As he made his escape though, he quickly ran into Bumblebee, who transformed into robot mode upon noticing him.

"You again?!" they both let out at the same time.

"Man, am I going to enjoy this!" Bumblebee declared. "Do you have any idea how much trouble you got me into?! And what's with the stupid suit? It makes you look ten years older."

"Maybe, but it has other features."

Nanosec then bolted down the street, much to Bumblebee's surprise.

"Now _that_ is fast."

Nanosec managed to make it a ways down the road, away from Bumblebee before he had to stop to catch his breath. Unbeknownst to him, some wrinkles were beginning to show on his skin, despite barely being out of his twenties.

"Man, why'd they have to make this stuff so heavy?" he grunted as he lowered the bag of stolen loot, sagging to his knees.

All of a sudden, one of Prowl's shurikens shot out and cut through the bag, causing Nanosec to drop his ill-gotten goods. He turned, seeing the ninja-bot perched on a raised highway.

"Word of advice: Super speed doesn't mean super strength."

Prowl leapt down and tossed a second shuriken at the villain, knocking him to the ground. Before he could get back up, Prowl planted a pede on Nanosec, pinning him to the road as he caught his weapons. Nanosec kicked and writhed, trying to free himself.

"Do yourself a favor and stay put, trust me."

"Sorry, not my style."

Nanosec then started striking at Prowl's pede with enough speed and force to actually do some damage. Prowl recoiled, skidmarks burning his pede as Nanosec shot off like a bullet.

"Step aside, ninjabot!" Bumblebee declared, racing past Prowl. "This requires speed. Not stealth."

He caught up to Nanosec, who was looking older by the minute. Bee didn't seem to notice, seeing nothing but the source of today's problems.

"I'm the fastest thing on wheels! And no two bit crook is gonna outrace me!"

Nanosec made a hard turn, heading for a set of railroad tracks. The bell was ringing, the lights were flashing, and the barriers were beginning to lower.

"_Bumblebee, pull back!" _Prowl ordered over comms. "_You're not gonna make it!"_

"I can make it!"

"_Remember what Arsenal and Pax were telling you about using your head and not your thrusters!"_

"I'll make it! I'll make it!" Bumblebee's resolve died the second he saw the oncoming train. "I'm not gonna make it!"

He slammed on the brakes as hard as he could, but ended up plowing right through the barriers and onto the tracks. His front wheel fell in the gap meant for the train's wheels, and there was so much fear and adrenaline coursing through his frame that he could barely think straight, much less transform and get out. Moments before the train hit him though, it came to a stop, mere centimeter's from his front bumper.

"Wh-what the-..."

"Bumblebee!" Bulkhead shouted from the back of the train!

Bumblebee looked, seeing the massive construction bot clinging to the rear car of the train, pedes embedded into the tracks as he struggled to hold the train back.

"Bulkhead?!"

"Move your tailpipe! I can't hold it forever!"

Bee quickly transformed and rolled out of the way, allowing Bulkhead to release the train. It roared down the tracks as Bumblebee vented harshly. In that moment, his comms went off.

"_Bumblebee!_" Arsenal's pissed voice screamed in his audios.

"I'm slagged..." Bee muttered.

…

"I think I lost em," Nanosec deduced. "If I never see another giant robot, it'll be too soon."

At that moment, a holographic image of Megatron's head formed right in front of Nanosec, the Decepticon looking straight at the villain.

"If the news feeds are to be believed, you've done quite the successful field test of my gift."

Upon seeing Megatron's face, Nanosec came to an immediate stop.

"Who said that?"

The face disappeared the second he stopped running, much to Nanosec's confusion. With a shrug, he resumed running, and the face reappeared.

"The strobing frequency can only be perceived at ultra high speeds. If you are receiving this message, I need you to transport a package for me."

"Well, you did give me the suit, but it's gonna take more than that for me to play errand boy."

"Very well then," Megatron replied before transmitting him a code for Isaac's saving's account. "Enter this code at any bank machine, and you shall receive your down payment."

Nanosec rushed to the first ATM he could find, inputting the code. The second he saw the money in the account, he grinned.

"Alright, now that's what I'm talking about."

The ATM fizzled for a moment, then Megatron's face took over the screen.

"I'll take that as you being interested," Megatron remarked, mapping out Nanosec's route. "Here is all the information you will require. Merely deliver the package to Sumdac Tower within ten minutes of its removal from the lab, and you shall receive the bulk of your payment."

"Consider it done," Nanosec smirked.

…

Bee sat on an oil barrel, hands on his lap and his head down. Arsenal was pacing around him, yelling at him and using more expletives than any of the bots had ever heard her use. Bulkhead had even taken Sari into the other room to keep her away from the scene while the others just watched.

"How long has she been shouting at him?" Bulkhead asked after a bit.

"About three joor, now," Ratchet answered.

"Wow. Never seen her so upset."

"I have. Numerous times."

"When?" Prowl questioned. "She's never been this… vocal."

Ratchet didn't answer, just watching Arsenal closely as she finally started winding down.

"-and if you ever pull something like that again, I will scrap you myself and use your remains to make a pede stool! Have I made myself clear?!"

"Holographically," Bee replied. "But I still think I could have nailed that creep if I was just a little faster!"

Everyone quickly covered their audios.

"Have you not been listening to a single word I've said?!"

"Just let Ratchet hook up the turbo booster upgrades. I can nail this guy in no time flat."

"Not even if Megatron threatened me at blaster point!" Ratchet called back.

"Seconded!" Arsenal declared. "In fact, until I feel like you can be trusted to not speed off, you're staying here at base!"

…

Nanosec rushed into the Sumdac System's lab, grabbing the Destrodium and getting out before the alarms even had a chance to turn on. The villain clutched his prize, grinning from ear to ear.

"Easiest fifty mil I've ever made. Ten minutes and counting."

He sped down the road towards his second objective, Sumdac Tower.

…

"Arsenal, please!" Bee begged. "I'm the only bot fast enough to catch this guy! You can't bench me!"

"Can, and am!"

"But… But Pax is in charge while we're on Earth! Pax! Help me out here!"

Orion didn't respond however. He was too busy listening in on an emergency broadcast.

"Just got word that Nanosec robbed a research lab," he relayed. "He was spotted heading east on I-94. We gotta shut him down before he, or anyone else, causes anymore damage."

Arsenal's eyes fell on Bumblebee at that last sentence. Bee looked down, knowing he wasn't going to win this one.

"Call it, Pax," Arsenal called.

"Transform and roll out!"

All of the bots, sans Bee, went into vehicle mode and shot off into the city. Bee watched them go, sagging against the doorframe.

"Benched again..."

At that moment, Sari stuck her head in, looking around.

"Is it over?" she asked, surprising Bee.

"Sari! You're still here!"

"Yeah. I have to say, I never knew Cybertronians had such colorful expletives. Am I to assume Frag is your F-bomb?"

"Yeah pretty much. Look, you should probably just go home. I get the feeling the others won't be back for a while.

"I could… or I could help you catch Nanosec."

"But… Arsenal and Orion-"

"Don't have to know. If you were able to move so fast you could catch him and be back before anyone knew you were gone."

Bee looked at Sari, then at the turbo boosters still sitting on the wagon. When he looked back at Sari, she was dangling her key in her hand, a mischievous smile on her face.

…

Meanwhile, Nanosec was racing across the highway, Destronium in hand and an entire map of wrinkles across his face. He was so focused on his goal that he didn't even notice the massive oil slick until he stepped in it. He quickly slipped and slid on the stuff until he fell into it, skidding to a stop in front of Orion.

"What the heck is this stuff?!" Nanosec let out as Orion hosed him down. "Hey! Are you nuts?!"

"Negative friction lubricant," Orion explained as he shifted into robot mode. "And technically, I'm nuts, bolts, and armor plating. With, a few added features."

Orion then shot out a cable towards Nanosec, wrapping him up in it. He pulled Nanosec off the lubricant, and the villain quickly took advantage of it. Cable still wrapped around his body, the thief began circling Orion, tangling him in his own line.

"I have a few features of my own."

As Nanosec kept running round and round Orion, he was forced to think fast and draw his axe, cutting himself free of the cable. It also allowed Nanosec the opportunity to twist himself free, using the severed cable as a whip against the Autobot. One of Nanosec's strikes managed to actually do some damage, splitting some wires on Orion's arm. He gripped the pained appendage as Nanosec twirled his improvised weapon, prepared to inflict more damage.

…

Back at the base, Sari managed to attach the thrusters to Bee's vehicle mode, taking a seat in his passenger seat and buckling her seatbelt.

"Alright Bee, you ready?" she asked.

"I was protoformed ready. Let's motor!"

Sari placed her key into Bee's ignition, charging him with All Spark energy. Almost instantly, the thrusters activated, propelling Bee forward at speeds he had never even dreamed of achieving. Sari was forced deep into her seat by the sheer g-force, tears in her eyes and her lips rippling as both she and Bumblebee screamed.

"Sari! You rock!"

"Thanks! You rock too! Now let's catch that thief!"

They shot down the highway, nothing but a blur of yellow and black.

…

Meanwhile, Orion continued to duke it out with Nanosec, the speedy thief remaining just out of reach. Nanosec then got a lucky snap on Orion's leg, severing a few wires. Orion cried out in pain, stumbling back, right into the lubricant. He went down hard as Nanosec leered over him.

"I could do this all day," Nanosec remarked. "But I've got a schedule to keep."

He discarded his makeshift weapon, snagging the Destrodium and taking off once more. Or, he tried to, before Orion lashed out and grabbed him by the ankles. Using his axe to pull himself from the lubricant, Orion got to his feet, holding Nanosec up and glaring at him.

"You're schedule's going to have to wait until I get a few answers, like where you got the suit."

Before Orion could get any answers, he heard something fast approaching from behind. He turned, just in time to see a blur of yellow and black on a collision course with him.

"Bumblebee?!" he exclaimed.

"Shut off the boosters!" Sari and Bee exclaimed at the same time, both coming to the horrible realization that they couldn't.

This caused them to plow right into Orion, causing him to let go of Nanosec and drop the thief. The second his feet hit the asphalt, he bolted.

"Later, lead-butts!" he taunted as he vanished.

The Autobots didn't care at the moment, more focused on the out of control racer.

"Sari! Do something!" Bee begged. "Use your key or something to shut those things off!"

"I'm trying!" Sari cried out, turning her key over and over again in Bee's ignition. "I'm trying!"

Sari looked up and screamed upon seeing that a closed road was approaching fast. Just as they reached the edge, Arsenal came up from the end of the road, grabbing the front of Bee's vehicle mode and hitting her own thrusters. The two were now locked in a battle of unstoppable force and immovable object.

"_THIS_ is why I said no thrusters!" Arsenal shouted, grunting as she struggled to keep the yellow car from going over the edge.

Orion quickly shot out a cable to try and reel Bumblebee back.

"Bumblebee! Turn off the thrusters!"

"I can't!" Bumblebee shouted back.

"If you don't, you're gonna slag Arsenal and drag Orion over with us!" Sari exclaimed.

"Maybe… I should try reverse!"

Sari nodded, shifting Bee into reverse. The thrusters turned around and suddenly, Bee shot backwards, Arsenal doing the same from the sudden change of momentum. They both ended up plowing right into Orion, Arsenal entangled in the unfortunate Autobot's cable.

"Sorry!" Both Sari and Bee shouted as they zipped down the street and out of sight.

"I'm… going to scrap that bot..." Arsenal groaned.

"Yeah, well get in line," Orion grumbled.

...

Nanosec, meanwhile, was running as fast as he could to escape the Autobots. However, something felt off as he felt like he wasn't getting anywhere. Suddenly, he was lifted off of the ground by his feet, suspended thanks to the use of Ratchet's magnets. The old medibot held the man upside down, watching silently as he struggled. In his struggles, Nanosec's mask fell off, revealing unkempt, silver hair that was beginning to pull back into a bald spot.

"Too bad those wheels are attached to metal," Ratchet remarked.

Nanosec just sagged, feeling more tired than he'd ever felt before. The Destronium rolled out of his hand and over to Bulkhead. He picked it up, his eyes narrowing as Prowl approached.

"Is this what I think it is?" he questioned, holding it out.

"That depends," Ratchet replied, scanning the canister. "Do you think it's unstable Destronium?"

"Yeah, I recognize the stuff. We always kept this stuff on standby during construction projects, in case bots got stupid and got damaged. You learn real quick when the stuff becomes unstable."

"And I'm guessing you also know it can't be transported at high velocities without risking an explosion that could wipe out half of Chicago."

"Oh yeah, just what was this guy thinking?" Bulkhead then looked down and saw Nanosec's new hair color "Weren't you a red-head?"

Before anyone could get any answers, Bumblebee continued driving backwards at high speeds towards them. None of them had time to react before Bumblebee plowed right into them, knocking them over and sending Nanosec tumbling to the ground. He quickly grabbed the now fallen Destronium, smirking.

"That's two I owe you, Lemon Head!" he shouted before racing off again.

"OK!" Bumblebee admitted, circling around them at high velocity speeds. "The turbo boost! Bad idea! I can't control my vehicle mode!"

"So why don't you try switching to robot mode?!" Ratchet suggested.

There was a moment of silence, then Bee quickly shifted into Robot mode, skidding to a stop with Sari in hand. Both sighed in relief, Sari wiping her head.

"Why didn't we think of that?" she questioned.

"Ratchet!" Orion called out as he and Arsenal arrived. "I suggest you disable those thrusters!"

"Now!" Arsenal added.

"There's no time!" Ratchet replied. "We need to stop Nanosec before he blows us all the way back to Cybertron!"

"What?!" the two co-commanders exclaimed.

"He's got unstable Destronium, and it's nanokliks from detonating!"

"Right," Orion let out. "Autobots, transform and roll out!"

"In your _ORIGINAL _vehicle mode!" Arsenal declared, getting right in Bee's faceplate.

They all quickly transformed and drove off, Orion taking Sari from Bumblebee.

…

"Here's what I don't get," Bulkhead spoke up. "Why in the name of Primus would a small time crook need Destronium?"

"That's been puzzling me as well," Prowl admitted. "He clearly has no idea what it is, given his lack of knowledge on how to transport it."

"Maybe its unstable nature has led to some adverse effects on his organic physiology," Ratchet suggested. "It could be what turned his hair white, if Bulkhead's red-head comment is to be believed."

"Maybe he dyed it," Sari suggested. "I mean, when we organics get old, we hide our age with hair color, so maybe he's older than he looked. But I've never heard of dye that faded _this_ fast."

"Age…." Bumblebee pondered. "That's it!"

Bee quickly activated his thrusters and rocketed off, much to Arsenal's annoyance.

"Bumblebee, what in the name of Primus do you think you're doing?!'"

"Using my head! And my thrusters!"

He shot down the street, catching up with Nanosec easily. Once he got up to him, he reduced power to the thrusters so he was idling right next to the thief. He was looking much older, a few more wrinkles appearing and age spots popping up.

"You're slowing down, old man!" Bumblebee taunted. "And now you're going down!"

His window rolled down and his stinger popped out, giving the thief a zap in the back. It caused him to drop the canister and cause it to fly into the air. Bee quickly sped forward and grabbed it before driving off.

"Hey!" Nanosec called out. "Come back with my payday!":

"You want this thing so bad? Come and get it!"

He stuck the canister inside, buckling it in before flying over the side of the highway. Nanosec was quick to chase after him, the two racing through the streets of Chicago. Bee never stopped, keeping his thrusters at max as he remained ahead of the thief. Said thief was aging more and more by the minute, his hair falling away as his skin became withered and covered in age spots.

"What's the matter, old timer?" Bee quipped. "Running out of gas?"

Sure enough, that is exactly what was going on. Nanosec slowed down more and more until he completely collapsed. At that point, he was a frail, gasping old man with snow white hair and a beard that came all the way down to his stomach. Bee transformed, skidding to a stop and approaching Nanosec, flipping him over so he could breathe easier. About that time, the rest of the Autobots caught up, transforming and looking at the scene. Even Arsenal was impressed, her earlier anger and annoyance gone.

"What happened?" Arsenal questioned. "How is Nanosec-?"

"The suit. It didn't just make his feet fast. It made everything in his body speed up. The more he used it, the faster his body aged."

He then turned to Ratchet, handing him the Destronium. The medibot gave it a scan, his optics going wide.

"We've got about 30 nanokliks before this thing destroys the city!" he exclaimed.

"Give it to me," Arsenal insisted. "I'll fly it into the upper atmosphere. It will detonate safely at that distance."

"But there's no guarantee you'll get clear of the blast in time," Bee informed her, looking more than a little way.

"There's no other way!" she shouted, snagging the Destronium. "It's either me, or the city, and Autobots protect all life, even at the cost of their own."

With that, she slammed her thrusters into overdrive and shot into the air. She breached the upper atmosphere, everyone watching with vents running at double speeds. Sari clung to Orion's fingers, eyes on the sky nervously. Once Arsenal was safely out of range of the city, she chucked the Destronium as hard as she could. As she spun around to get back, the explosion went off, and she got caught in it. Her circuits scrambled and her wing snapped, the flyer glitching out as she began plummeting down to earth.

"Arsenal!" Ratchet screamed.

"We gotta do something!" Bee declared.

"But none of us can fly," Bulkhead reminded.

"You can't… but maybe I can." Bumblebee grabbed Prowl, pulling him over to Bulkhead. "Bulk, get your wrecking ball ready for launch. Prowl, prime your jetpack. We're only gonna have one shot at this."

Bulkhead and Prowl nodded in response. Prowl took hold of Bee and leapt onto Bulkhead's wrecking ball. Bee closed his facemask, venting slowly.

"Alright big guy, fire!"

Bulkhead launched his wrecking ball, shooting the two bots into the air, Prowl then activated his jetpack to carry them upwards.

"I hope this plan of yours works," the ninjabot said quietly.

"In a minute, we'll either know, or I'll be too offline to care," Bee replied.

Prowl tossed Bee up as high as he could, and Bee diverted all power to his thrusters. He shot forward, aiming right at the falling Arsenal. He grabbed her around the waist, using his momentum to slow their fall, but it still wasn't enough.

"Bee! Arsenal!" Sari cried out. "They're not gonna make it!"

Both bots began to turn red hot, their plating catching fire from reentry.

"Ratchet!" Orion spoke up. "We need to slow them down and cool them down!"

Ratchet didn't waste time replying. He summoned his magnets, pushing them as hard as he could to surround the duo. Meanwhile, Orion launched extinguisher foam and cold water at full blast, cooling their burning frames as they finally touched down on the ground safely. Both completely collapsed, then Sari saw Arsenal's severed wing falling.

"Look out!"

Bulkhead quickly used his wrecking ball to knock the wing aside, causing it to embed itself harmlessly into the highway. His ball was left with a massive dent from the impact, but a crisis was averted. Ratchet meanwhile turned his focus on the two singed bots. Bumblebee was alright, but Arsenal was in bad shape.

"Bring me her wing!" he insisted. "Sari, we need that key of yours!"

Prowl grabbed the severed wing and Orion set Sari down on the ground. Arsenal's chestplate opened and Sari quickly used her key, Allspark energy flooding through the mech as her wing reattached itself. When the glow of power died, only the caked on soot and extinguisher foam remained of her nasty fall. Her optics flickered as she groaned, turning over to Bee. Bee opened his facemask, smiling a bit.

"So… am I still grounded?"

"I think you've earned a little leeway," Arsenal replied. "Thanks for the save."

…

Sometime later, the cops came to arrest Nanosec, escorting him to the hospital for some much needed treatment. The frail thief didn't even try to resist, his body too weak and too old to run. Megatron watched the news, rage at the loss of his only source of destronium nearly blowing out the fragile wires keeping him online.

"How do you suppose this Nanosec got a hold of my suit?" Isaac questioned, watching the same report.

"I suspect it was an inside job..." Megatron growled.

…

Once Ratchet had made sure Arsenal was in good shape, and ensured the worst Bee got were some dents and massive heat burns, everyone breathed a sigh of relief.

"That was some quick thinking, using the team to launch yourself like that," Orion commended. "And, you made good use of those thrusters."

"Yeah, but frankly, I think you guys were right about them," Bee admitted, pulling them off his back. "I should have waited until they'd been tested and I knew what to expect. Maybe then, none of this would have happened."

"Now that's thinking with your processor," Arsenal remarked, slapping Bee on the back. "I'm proud of you."

"We all are," Orion concurred. "Now what do you say we transform and roll on home?"

"Sounds good to me," Bulkhead agreed. "I need a power nap after all this."

"What do you say, Bumblebee?" Prowl remarked. "Race ya back to the plant."

"If it's all the same to you, I think I'll walk."

Sari smiled, then walked over to him.

"Care for some company at least?" she offered.

Bee returned the smile, then scooped her up and placed her on his shoulder. As the other Autobots took off into the sunset, the two began walking, enjoying taking things slow for once.


	10. Along Came A Spider

It was a crisp, fall afternoon in Chicago, just a few hours before Halloween began in earnest and Sari was out with the Autobots. At the moment, the group was in a large pumpkin patch, looking out at a large selection of the orange gordes. Sari was inspecting them closely, scrutinizing them.

"Too round," she declared, moving from one pumpkin to the next. "Too orange." She moved again. "Too… normal."

She then moved down, spotting a rather large pumpkin that seemed to stand out among the others.

"There! That's the one! It's perfect! Bulkhead, mind carrying it?"

"Sure," Bulkhead replied, bending down to carefully pick up the pumpkin. He held it out for Sari, only to accidentally squeeze it too hard, causing it to burst. "Oops..."

"Bulkhead, we needed that!" Sari whined before sighing and flopping onto a haystack.

"Sorry Sari," Bulkhead responded.

Bumblebee snickered at the alliteration as both Arsenal and Orion glanced around the pumpkin patch. Everywhere they looked, there were children running around in costumes, and more than a few adults as well.

"Let me see if I got this right," Orion began. "The purpose of this… Halloween is to disguise in order to scare strangers and extort sugar induced… nuggets."

"You say that like it's a bad thing," Sari noted.

"It's not that," Arsenal corrected. "It's just… this is a rather confusing tradition."

"Well it's not supposed to make sense, it's just a time to have fun, scare each other, and eat enough candy to make yourself sick. But the most important part is picking just the right costume. It has to make a statement, and get people's attention."

As she was talking, Orion's eyes drifted over to a large, fake spider that was hanging from the gate of the pumpkin patch. His optics were out of focus and his entire frame was rigid. Arsenal took notice and grew concerned.

"Orion?" she called out. "Orion?"

Her voice was drowned out by a torrent of memories that began flooding Orion's processor, pulling him back to his days in the Elite Guard Academy.

…

"_Orion!" a fembot's voice called out, "Come look at this!"_

_Orion was sitting in the pilot's seat of an Elite Guard vessel, looking out at an organic world that had once been an Energon cache for the Decepticons. These days, it was abandoned, save for whatever creatures called the planet home. Emerging from his seat, Orion walked out of the ship towards the source of the voice: Elita-1._

_Elita-1 was part of his team on this mission, a yellow and blue fembot with life in his optics and a spark full of ambition. He wouldn't admit it outloud, but there was something about her that always made his voice-box stall and processor skip. Still, he did his best to work through his personal glitches and approach her. At the moment, she was examining a strange, silky web that was common place on the rocky landscape._

"_What a sight, isn't it Orion?" Elita-1 let out._

"_Yeah…" Orion replied skeptically. "What is it?"_

"_Not a single clue."_

"_Orion!" the third member of their team, Sentinel, called out. "Elita-1! Get your afts in gear! Once we finish this mission, we're finally gonna earn our Elite Guard stripes."_

"_We know, Sentinel," Elita-1 insisted. "Don't get your fanbelts in a twist. What's wrong with enjoying the scenery? I mean, how often do Cybertronians get to visit organic worlds?"_

"_Not often," Orion responded. "And probably because of whatever dangers are out there. Meaning we need to keep our optics open and our sensors sharp."_

"_Oh relax, Pax," Sentinel insisted. "This mission couldn't be any more routine. We go in, get the Energon, and get out. What's to worry about?"_

_As if on cue, the ground beneath their feet began to crack, giving way and sending the trio tumbling into a massive, underground cave system. They all hit the ground hard, Orion groaning as he sat up, glaring at Sentinel._

"_Does that answer your question?"_

"_So we hit a detour. Big deal."_

_They all got back on their stabilizers, Elita-1 hearing something from deeper in the cave._

"_Did you two hear that?"_

"_You mean the ominous clicking and unnatural noises?" Sentinel questioned sardonically. "Kinda hard to miss."_

_Orion turned towards the source of the sound, turning on his high beams._

…

"Orion!" Arsenal shouted, grabbing Pax by his arm.

Orion finally snapped out of his trance and turned towards Arsenal. She met his optics, looking worried for him.

"Are you alright?" she asked. "You looked… out of it."

"Just… remembering something."

Orion started walking off, leaving Arsenal even more concerned for her co-commander. Bee and Bulkhead saw him walk off, approaching Arsenal.

"What's with Orion?" Bee asked. "He was a little jumpy there."

"Nothing you two need to concern yourselves with," Arsenal insisted. "Just enjoy this… Halloween with Sari and leave Orion to me."

She walked off herself, the two youngbots giving identical shrugs.

"So, Bulkhead, what kind of costume are you thinking?" Bee asked.

"I think I already found one," he insisted. "Trust me, it'll be great. You Bee?"

"Trust me, mine will blow your tires off."

…

That night at the plant, Bumblebee stood in the center of the plant, wearing a black and red cape and a pair of magnetic fangs on his dentas.

"Velcome!" he called out in a fake transylvanian accent. "I am Count Drac-u-bot! I vant to siphon your energon!"

Sari giggled, enjoying the impression.

"If I had tires, they would totally be blown off," she declared before looking around. "Now, where's Bulkhead?"

"Right here!" Bulkhead called out. "I finally found a blanket big enough for my ghost costume. What do you think?"

A toxic mist seemed to pour out from under the large purple and orange sheet that was covering Bulkhead. Sari began coughing and Bee picked her up, getting her out of the smoke's range.

"Bulkhead..." Sari wheezed. "Where did you get that sheet?"

"It was just draped over a building. Weird place for a bedsheet if you ask me."

"Uh, Bulkhead… that's not a bedsheet… that's a fumigation tent."

Bulkhead blinked.

"Oh… Should I put it back?"

"Considering you've already cut optic holes into it, I don't think that will work," Bumblebee remarked.

"Just turn off the fumes before some kid gets an asthma attack while we're trick or treating," Sari insisted.

"Sure thing," Bulkhead replied. "So, where's your costume, Sari?"

Sari smirked, hopping off of Bee's shoulder.

"It's a surprise," she insisted, glancing over to the side where Orion was staring off into space. "In fact, I got a lot of surprises planned."

Sari quickly ran towards one of the consoles and placed her key inside. With a quick turn, she had a piece of the machinery turning towards Orion, a large, stuffed spider attached to it. The second Orion saw it, he completely flipped, summoning his axe and hacking away at the spider. Sari was completely taken aback by his violent reaction, removing her key and looking scared. Thankfully, Arsenal came swooping in, grabbing Orion and quickly disarming him.

"Orion!" she called out, pinning his servos. "Orion, it's okay! It's not real! You're safe."

Orion took a few moments to calm himself down, relaxing in Arsenal's grip.

"You good?" she asked, not loosening her grip.

"Yeah…" Orion replied.

She slowly let him go, stepping back before turning to Sari.

"I didn't mean for that to happen," Sari insisted. "I was just trying to have some harmless halloween fun."

"I understand, Sari," Arsenal assured her. "We're not mad, but try not to involve Orion in any more of this Halloween stuff, alright? And absolutely no more spiders."

"You got it," Sari promised. "I just wish he'd told me he was arachnophobic."

"It's not something he likes talking about. Trust me, he has a very good reason to be arachnophobic."

As she said this, Orion looked down at the torn remains of the fake spider, his mind drifting off once again.

…

_The three bots trekked deeper into the cave system, keeping their eyes open for their mission objective, as well as the source of the noises they'd heard._

"_I wonder how much Energon is stored in this place," Sentinel wondered. "I mean, the 'Cons were known for hoarding the stuff back during the war, and it was high grade too, not that shoddy stuff they give us in the mess."_

"_How would you know the difference between high and low grade energon?" Elita-1 quipped. "You'd have to be on the high council just to get a whiff of the good stuff."_

"_I know bots."_

"_Quiet," Orion let out. "I think I hear something."_

_Something skittered past, just narrowly avoiding the lights. The chittering sound returned, making Orion shudder involuntarily._

"_Where's it coming from?" he questioned. _

"_It's hard to tell," Elita-1 answered. "The echoes in this cave are not doing my audios any favors."_

_They all continued circling around to find the source of the sound, until Orion came face to face with a massive, cybertronian spider. Realizing what it was, he instantly recoiled._

"_Insecticons!" he shouted._

_As they all tried to move out of the way, the Insecticon shot out a web towards Elita-1, catching her around the waist and pinning her to the wall. The second she hit, both Orion and Sentinel were on the defensive. Orion shot out an extinguisher fluid to blind the spider as Sentinel summoned a shield and sword. He went over to Elita and cut her free of the webs, causing her to discard them in disgust._

"_I take it back," she commented. "This stuff isn't so beautiful after all."_

"_Cybertron High Command sent us to an Insecticon infested planet!" Sentinel exclaimed. "Why weren't we briefed on this?!."_

"_They must not have known," Orion replied. "They couldn't have, right?"_

"_I don't-" Elita began to reply before an Insecticon approached from behind Sentinel. "Sentinel, behind you!"_

_Sentinel turned around just as the Insecticon bit down on his plating. Sentinel cried out, feeling the insecticon's venom robbing him of movement. Thinking fast, Elita grabbed Sentinel's arm, her own glowing slightly as a yellow and green version of his sword and shield appeared in her hand. She bashed the shield against the Insecticons faceplate, causing it to stumble back before throwing the shield up at a nearby stalactite. It came crashing down, spearing right through the insecticon. It screeched in pain, then sagged, optics going dark as Energon pooled from its wounds._

"_I think we've just been outclassed," Orion remarked as Sentinel picked himself up._

"_Hey, we're still online, aren't we?" Sentinel remarked. "Besides, we still have a job to do."_

"_No way," Orion insisted. "This is far beyond a simple Energon mission. We need to get back to Cybertron and report this. The Elite Guard need to know about the Insecticons here."_

"_Come on, we've already made it this far, and we've only encountered one Insecticon," Sentinel insisted. "For all we know, that could've been the only one."_

_Almost as soon as he said that, the entire cave erupted into chittering, red eyes lighting up all across the ceiling._

"_You were saying?" Orion said in a deadpan voice._

_As the Insecticons all lunged forward, Sentinel quickly got in front of them and produced a massive energy shield to hold them back._

"_Go! I'll cover your retreat!"_

_Both Orion and Elita-1 transformed into vehicle mode, screeching down the tunnels. Unfortunately, in their haste to escape the Insecticons, they ended up taking separate tunnels._

"_Orion!" Elita called out._

…

"Orion," Sari's voice let out, causing Orion to snap out of his trance. "Check out my costume."

Orion looked down and saw Sari in a costume that made her look exactly like him. She had a blue helmet, a red box painted to look like his chest, white leggings, and blue boots with taped on wheel decorations.

"Look at me, I'm Orion Pax," She spoke, impersonating his voice. "I'm the leader of the Autobots!"

Bulkhead and Bumblebee both snickered in response, with Orion just rolling his optics.

"That's not how I sound… is it?"

"They're just pulling your servo, Orion," Arsenal assured him. "Nothing but true harmless Halloween fun."

Sari smiled, glad she'd found a good compromise.

"Just one thing, Sari," Orion spoke up. "I'm not the leader of all Autobots. In all honesty, I'm not even the leader here, not fully."

"Really? Cause you sure seem like a leader to me."

"Nice of you to say, but to tell you the truth, I'm no leader. I'm just the co-commander of a repair crew."

"Maybe you could run in the next election or something."

Bulkhead and Bee began laughing a bit, venting a bit.

"Election?" Bee cackled. "Sari, it doesn't work like that."

"Leaders on our planet are members of the Cybertronian High Command, and at their head is the Prime," Arsenal explained. "Those leaders were built to rule, and have been in power for Stellar Cycles. As for the Primes, well, they're a special case."

"Either way, I think Orion would make a great leader one day," Sari insisted. "Even if his arachnophobia is a bit… heightened."

"Thanks," Orion replied.

"Last chance to join us, Orion," Bee offered.

"Thanks, but I'll pass. Just be careful out there."

"Don't worry," Sari reassured. "I'll keep these two out of trouble. Transform and roll out."

Arsenal snorted slightly, covering her mouth.

"Okay, that last bit did sound like you."

Orion just cocked his nonexistent eyebrow in response.

…

Out in the city, Sari led Bumblebee and Bulkhead down the street, the bots marveling at the amount of kids in costumes.

"Man, look at them all," he mused. "So many of them look like us!"

"I guess us being heroes makes us pretty popular people to make costumes of," Bulkhead remarked.

"Totally," Sari replied. "Come on, let's get in on the fun."

They began walking down the street, unaware of a large purple, black, and gold spider crawling across the roofs above them.

…

The three arrived at their first house, with Sari ringing the doorbell.

"Now remember, once they open the door, that's when you say, 'trick or treat'. Got it?"

"Got it," the two replied.

Sari stepped back, waiting for the door to be answered, then a voice filled Bee's audios. It was a chittering sound, like an insect, only louder and more mechanical Bee looked up and saw large robotic spider on the roof. Bee yelped in response, before climbing onto Bulkhead's back.

"Uh, Bulkhead. We've got a problem. Like, Insecticon trouble."

Bulkhead went stock still.

"Insecticon? Here? Is that even possible?"

"Of course it is! Just look up!"

Bulkhead looked up, only to see there was nothing there.

"Uh… you sure you're feeling ok, Bee?"

The door to the house then opened up, revealing a woman with a bowl of candy.

"Trick or treat," Sari spoke.

The lady smiled and handed her some candy. She then looked back at the bots, raising an eyebrow.

"Is your friend alright?" she asked. "He seems a little… out of sorts."

"Uh… first Halloween."

…

"I'm telling you, I know what I saw!" Bee insisted as the trio walked down the street. "It was an insecticon!"

"Insecticon?" Sari questioned.

"A subclass of Cybertronians," Bulkhead explained. "They have two alt-modes. The first is a chosen vehicle, and the second is an insect. Most of the time, they're mindless drones obeying some sort of Queen."

"Eww..." Sari shuddered. "Giant insects? Gross."

"Yeah. Still, I don't think we have anything to worry about. Bee probably just saw a decoration, like that spider back at the pumpkin patch."

"It wasn't a fake spider!" Bee exclaimed. "It was a massive, black and purple, mechanical spider the size of a bus!"

"_What was that, Bumblebee?" _Orion asked over comms. "_Say that again."_

"Massive, black and purple, mechanical spider," Bee answered before blinking. "Orion? Have you been listening in on our comms?"

"_Bumblebee, this is important,_" Arsenal spoke up. "_This spider, did it have a red symbol, like an hourglass?_"

"Uh… yeah..."

"_Stay where you are," _Orion commanded. "_I'm on my way."_

…

At the base, Orion prepared to head out, Arsenal landing right next to him.

"I can't believe it," she let out. "Are you sure you're ready for this?"

"It doesn't matter if I am or not," Orion replied, transforming and driving off. "I'm not losing anybody else to that thing… I can't."

…

_Once Orion was sure he was a safe distance away, he transformed back into robot mode and looked around for his teammates._

"_Elita! Sentinel!"_

_Neither of his teammates answered. Instead, he found himself staring at a very old Insecticon Hive ship. It laid just beyond a large chasm, and was illuminated by piles and piles of pure Energon._

"_At least Cybertron Command was right about the Energon," Orion remarked._

_As he looked around, he saw several eggs on the ground near the Energon, causing him to step back in worry._

"_And it looks like the Insecticons really are hatched from eggs."_

"_Why do you think I need so much Energon?" a sultry, seductive voice mused from above Orion. "It takes quite a bit out of me to ensure all my children are hatched properly."_

_Orion looked up to find the source of the voice, only to end up getting a facefull of webbing. He fell forward, the webbing pinning him face first to the ground. Eight thin, spindly legs lowered around him and he felt a femenine, clawed hand caress the side of his head._

"_It's been such a long time since I've seen an Autobot," the voice remarked. "And just as I was starting to get bored."_

"_Do your worst, Insecticon. You won't get anything out of me."_

"_Don't be so sure of that," the voice chuckled._

_Before anything could happen though, Orion heard rapid footsteps approaching, followed by a yell and the sound of metal on metal. His captor was sent flying, and a familiar pair of yellow pedes landed right in front of him._

"_How many times am I going to have to save your skidplate, Orion?" Elita-1 quipped, taking Orion's fallen axe and cutting him free._

"_Only when you lead us somewhere dangerous," Orion quipped, taking the axe back._

"_Aw, you two are so cute together," the figure remarked, getting back to her pedes. "Why it's almost a shame I have to slag you two… almost."_

_There was the unmistakable sound of a transformation, then a massive black and purple spider with a red hourglass symbol emerged from the shadows, mandibles clacking. More insecticons, about the size of the one from the tunnel, began to emerge as well, flocking around the larger one that was clearly their queen. Orion used his axe to fend off the oncoming Insecticons._

"_We'll have to fight our way out!" Orion declared. "Use your power!"_

"_On an Insecticon?! Their organic mode would scramble my copy ability!"_

"_Not on them, on me!"_

"_Whatever you're planning, do it fast," she insisted, touching him and copying his abilities. "My download won't last long."_

_Both of them fired grapples to swing away from the Insecticons, landing on top of a stack of Energon cubes. As one of the Insecticons approached him, Orion quickly kicked it away. The Insecticon collided with a second stack of cubes, causing some to explode._

"_No!" the larger spider exclaimed. "What have you done?!"_

"_Found a way to save our skid plates!" Orion declared, grabbing a cube and tossing it up at a stalactite above them. _

_The cube exploded near the stalactite, causing it to drop down into the ship. Orion and Elita shot cables up at the cave wall. As they began repelling to victory, a webline shot out, catching Orion by the foot._

"_You're not going anywhere!" the queen spider snarled. "I will tear you to scrap metal myself, Autobot!"_

"_Orion!" Elita called out, quickly swinging to his aid._

_She fired a second grapple at the webline, severing it just as her download began wearing off._

"_Elita!" Orion shouted, holding out a hand. "Grab on!"_

_She tried taking it, but the cable finally gave out. She began falling, but Orion caught her with his second grapnel. Unfortunately, the spider queen shot out another web, this one hitting Elita-1 on the back._

"_If I can't have that accursed axe-wielder, I'll settle for his sparkmate!"_

"_Not a chance, Insecticon!" Orion declared._

"_Orion, she'll pull us both down!" Elita exclaimed. "You have to get out of here! Tell Cybertron High Command what happened, but you have to go now!"_

"_I won't leave you!"_

"_You have to! There's no other way!"_

_She could feel the tug of the webbing getting harder, and Orion's grip on the stalactite loosening. She met his eyes, giving him a smile._

"_Goodbye Orion."_

_With that, she let go of the grapple around her wrist, falling back into the exploding hive._

"_ELITA!"_

_As the explosion intensified, Orion was forced to swing to safety, looking back at the devastation with great sorrow. His sparked skipped a beat as he felt the life drain from him. At that moment, he heard footsteps running in. On instinct, he prepared to fight, but was shocked to see Sentinel running in, looking equally horrified and worried._

"_Elita!"_

_Reluctantly, Orion forced himself over to Sentinel._

"_We have to get out, now!" he insisted._

"_We have to go after her!" Sentinel pleaded._

"_It's too late, the ship's gonna blow!"_

…

_Orion barely got himself, and Sentinel out of the cave in time. The entire area shook from the force of the explosion as all the Energon in that hive ship ignited, utterly decimating everything around it. As the two bots got shakily to their pedes, Sentinel turned back to the hole in desperation._

"_We have to find Elita! We have to go back for her!"_

_Orion quickly brought up his scanners, hoping to get a reading on Elita-1's energy signature. _

"_Sentinel… there's… there's no sign of her energy signature... She's gone."_

_Sentinel stood there in dumbstruck horror. Orion went to try and comfort his friend, but that's when Sentinel grabbed his wrist, slamming him into the side of the stone._

"_You… You did this! This is all your fault!"_

…

Orion tore through the streets of Chicago, Arsenal hot on his heels.

"There was nothing you could do back then," she insisted. "Elita-1 made her choice, and you honored it by getting Sentinel to safety."

"That doesn't mean I don't feel responsible for what happened," Orion replied. "And I'm not about to let it happen again."

…

Back with the trio, Bumblebee was still more than a little nervous, looking around.

"Bee, will you calm down?" Sari insisted. "There are no insecticons on Earth. If there were, I'm pretty sure we would have heard something by now."

"Maybe it's hiding. In disguise or something."

"Giant robots in disguise on earth?" Bulkhead questioned. "You gotta be kidding."

"Um, hello?" Bee replied. "Us!"

"... oh yeah. Forgot."

All of a sudden, something sticky shot down from the roof above, catching Sari by the back of her costume. She screamed as she was hauled off her feet, drawing the attention of her two companions.

"Sari!" they both shouted, Bulkhead tearing off his costume.

The two looked up and saw that she was in the thralls of the giant purple, gold, and black spider Bee saw earlier.

"Keep away from the girl," the spider warned.

"That's just what I was gonna say," Bee remarked, blasting at the web coming from the spider's mouth.

The web snapped and Bee quickly caught Sari, Bulkhead turning to the massive insecticon.

"You've got some nerve showing up here, Insecticon. How many more of you are there, and where's your Queen?"

The spider chuckled darkly, transforming before his eyes. When it was over, a tall, slim, purple fembot with a spider's abdomen, a pair of spider legs on her shoulders, and slight fangs poking out from her dentas appeared.

"My poor, naive Autobot. I _am_ the Queen.."

"Oh…" Bulkhead let out, a little embarrassed. "Well… who are you and what do you want?!"

"Names Black Arachnia. And I was just in the neighborhood when I caught sight of two of the bots responsible for killing Lord Megatron. Needless to say, with him gone, everyone's been vying for power, and I think I just found the bargaining chip I need to rise to the top."

Before Bulkhead could react, Black Arachnia hissed and jammed her claws into Bulkhead's spark. The limb flashed green and Bulkhead cried out in pain before the spider claws jammed into his neck cables. He froze up, then fell over, unmoving.

"Bulkhead!" Bee let out, preparing to fire at Black Arachnia.

She managed to leap over the blast before landing right in front of him, jamming her claws into Bee's chest plate while touching the back of his head with her arm, causing it to flash green again before Bee fell to the ground.

"What did you do to them?!" Sari exclaimed, climbing onto Bulkhead's chestplate.

"You'll have to be more specific," Black Arachnia teased.

"That thing with your hand, and with the legs!"

"The legs contain a special cocktail of an organic venom and a paralyzing virus. The poor boys just can't handle the techno-organic jolt. As for the arm, well… that is a trophy I'm particularly proud of."

Sari tried using her key to restart Bulkhead with her key, but it was having no effect.

"What are you doing?" Arachnia questioned. "What's that key supposed to do?"

"It's supposed to fix what you did to my friends!"

"Is that so? Human technology sure is funny." Arachnia then got a good look at Sari's costume. "Nice costume, by the way."

"Like I'm gonna take a compliment from a Con… ugh! Come on key! The Allspark made you to fix bots, so fix these bots!"

"Allspark?" Arachnia repeated.

Sari went pale.

"Oh no."

"Now that would set me up with the Decepticons perfectly."

Before Black Arachnia could make a move for it, a cable shot out and wrapped around her leg, pulling her back. She turned to see Orion pulling hard on the line.

"Sari! Get away! Now!"

Arachnia looked up at Orion, her optics widening a bit as a cruel smirk played on her face.

"Well, well, well, long time no see. Orion, was it?"

"You remember me then," Orion growled, his voice low and tense.

"I'll never forget the face of the bot who destroyed my hive."

"You've done worse."

"Debatable."

Black Arachnia then managed to produce one of Bee's stingers and use it to blast through the cable. Sari gasped, and so did Orion.

"Bumblebee's stingers..." he let out.

"Is that what your arm does?" Sari questioned. "Steals other bot's powers?!"

"Arm..." Orion vented harshly, his eyes falling on Arachnia's right arm, where a yellow and green limb stood out among the black and purple. "Elita..."

Black Arachnia held up her right arm, admiring it with a smirk.

"Like it? I picked it up from that cute little femme all those solar cycles ago. She certainly doesn't need it anymore."

Orion cried out in rage, charging right at Black Arachnia. He tried punching at her, but she easily caught the fist before grabbing him by the throat and pinning him against the wall.

"My, someone's testy today. You two must've been closer than I thought. Don't worry, you'll see her again soon enough."

"Arachnia!" Arsenal called out, landing on the street and aiming her blasters at the Insecticon. "Drop. Orion. Now."

"Well now," Arachnia remarked. "This is unexpected. Nice to see you… Massacre."

Sari looked confused, and Arsenal's dentas clenched.

"My name is Arsenal, and you will release my co-commander, or else-"

"Or else what? You and I both know you're not gonna shoot me. You're an Autobot now, Massacre, and unlike me..."

She lashed out with her spider legs, catching Arsenal right in the chestplate. The flyer cried out in pain, then fell over.

"...you're weak."

Thinking fast, Orion shot extinguisher foam in her face, disorienting her and causing her to stumble back. He used this opportunity to draw his axe and slash at her with it, knocking her to the ground. Orion stood over her with his axe at the ready, which is when Arachnia performed a leg sweep, knocking him onto his back. Before he could get up, Arachnia shot out a line of webbing, grabbing Sari and pulling her into her grasp.

"Careful, Orion," the insecticon teased darkly. "You wouldn't want to hurt the little fleshy now, would you?"

When he hesitated, Arachnia kicked him in the chest plate, sending him flying into a building.

"Now, time to take you and your little key back to the Decepticons. They'll be kissing my pedes when I tell them about this."

She took to the rooftops, partially transforming her body so her lower half was that of a spider. Wasting no time, Orion took off after her, using his grapple to repel himself to the roof.

"Hang on Sari!" he called out, maintaining pursuit.

Sari looked back at Orion, smiling as she saw the Autobot gaining on them.

"You're gonna get it now!" Sari taunted. "When Orion catches you, he's gonna hack you into spider burgers!"

"Don't you know when to shut up?" Black Arachnia remarked, webbing Sari's mouth shut as she landed on the side of a building.

She scrambled up the side, reaching the roof of a skyscraper. Once there, she heard a thud and turned to investigate, only to get a face full of extinguisher foam. While she was distracted, Orion shot out his grabble at Sari, snagging her away and into his hands. He then proceeded to remove the webbing covering her.

"Are you alright?" he asked as he set her on the ground.

She ripped the webbing off her mouth, gasping.

"I'm starting to see why you're afraid of spiders.

"And with good reason," Arachnia snarled, getting the last of the foam out of her face.

She leapt right at Orion, who was barely able to dodge her oncoming kick. He drew his axe and began swinging it at her, but she was able to easily dodge the attacks. She managed to use one of her spider legs to block the axe so that the other could strike at Orion. He was barely able to dodge it, letting it scrape against his shoulder plate. He quickly spun around and elbowed her in the back of the head, causing her to tumble across the roof.

"Nice moves," she remarked. "Maybe if you fought with such ferocity before, your fembot friend might still be online!"

"Her name was Elita-1!"

"And if she meant anything to you, you would have gone back to search for her. Oh I had so much fun picking her processor apart. Shame she didn't have a lot of intel, but it was still fun."

Becoming enraged, Orion fired both his grapples at her, prompting Black Arachnia to leap over them and ensnare Orion in her web. He fell, arms pinned to his side.

"Orion!" Sari called out.

Arachnia then walked over to Sari and picked her up by the back of her costume. She squirmed as the Insection slipped a claw into her costume, reaching for the key. In desperation, Sari slid out of the chest part of her costume, dropping to the ground. Unfortunately, she misjudged where she would land and ended up dropping onto the lip of the building, one of her feet slipping. Screaming, she began falling, much to Orion's horror and Arachnia's indifference.

"Sari!" Orion let out.

"_Hang tight, boss bot," _Bumblebee reassured over comms. "_We've got Sari."_

Orion looked down, seeing Sari hanging onto a flagpole, and two familiar cars racing down the highway. Before he could watch what was going on, claws dug into his back, yanking him away from the edge.

"I'm not done with you yet, Autobot," Arachnia taunted. "I'm sending you to join your fembot in the Well of All Sparks!"

…

Down below, Bulkhead and Bumblebee pulled up next to the building, transforming into robot mode.

"Bulkhead, give me a boost!" Bee requested.

"You got it," Bulkhead obliged, grabbing Bee and tossing him up.

Bumblebee went flying upward, just as Sari lost her grip on the flagpole. The scout caught her, then transformed into vehicle mode as his seatbelts closed around Sari.

"Brace yourself!" he warned.

They landed hard on the ground, blowing out all four of Bee's tires, setting off his airbags, and causing his hood and trunk to fly open. Sari beat down the airbag, gasping slightly as Bee groaned in pain.

"You ok…" he let out.

"Yeah… just glad your airbags work."

"I have airbags?"

…

Back on the roof, Black Arachnia tossed Orion across the roof, causing him to tumble in pain. She began approaching him with her spider limbs at the ready. Before she could do anything though, Orion used his axe to cut himself free and quickly sliced one of her limbs, causing her to cry out in pain. Orion took the chance to grab the AllSpark key before Arachnia could recover it.

"No!" Arachnia snarled. "Give that back!"

"Not a chance," Orion snapped, axe primed and optics bright. "I'm not letting you take anything else from me ever again."

Seeing no other options, Arachnia leapt off the side of the building, swinging away into the night. Orion watched her go, then turned on his comms, contacting his team.

"Bulkhead, Bumblebee, are you alright?"

"_I'm good, Pax,_" Bulkhead replied. "_Bee's gonna be sore for awhile, but Sari's unharmed._"

"Arsenal?"

"_Shaking off the last of the venom,_" she replied. "_What happened?_"

Orion looked at the key in his hand, then at the retreating Insecticon.

"She lost."

…

Back at the base, Ratchet was giving everyone the once over to make sure Black Arachnia's venom left no lasting impact on their systems. Bee was getting serious attention, his frame having received some serious damage, and Arsenal had waved Ratchet off, insisting she was fine. As everyone was getting looked at, Orion checked on Sari, who was sitting off to the side, kicking her feet lightly.

"I'm sorry I pulled that trick with the fake spider earlier," she apologized. "That Insecticon… you knew her, didn't you?"

"I did," Orion confirmed. "She took away someone… very important to me. It's because of her that…" He vented slowly. "That I ended up as part of Arsenal's crew."

"That's why you don't think you'll make a good leader, isn't it? Because of what happened to your friend."

"Yes… I made a bad call, and it cost Elita her life…"

"Everyone makes bad calls," Arsenal insisted. "Listen to me, Orion, Elita-1's death is not your fault. Black Arachnia killed her, and even if you had stayed behind, all that would have changed would be your offline frame and Sentinel's joining her in that cave."

The words did little to comfort Orion, the pain of that day still fresh in his spark. Arsenal just placed a hand on his shoulder plate.

"Whatever you feel about yourself, I'd still gladly follow your lead."

Orion looked up at her, and the ghost of a smile graced his faceplate. As he did, Sari stood up, remembering something.

"Arsenal, you knew her too, didn't you? She called you something different though. She called you… Massacre."

Ratchet paused his work, glancing at Arsenal in concern. The flyer just closed her optics, turning away.

"That… was a very long time ago, in another lifetime..."

…

Back on the Decepticon's crashed ship, Black Arachnia returned, still fuming at her loss. As she headed inside, she was met by an irate Starscream.

"And just where have you been?"

"Out. You Seekers aren't the only ones who hate being cooped up."

"Did your little 'outing' turn up anything useful? Like the location of the AllSpark, perhaps?"

"Not a thing," she lied, seeing no reason to tell him about the key. "If you need me, I'll be in my chambers. Unlike you, I need my beauty recharge."

Starscream just grumbled as Black Arachnia walked off, secretly promising retribution on Orion Pax.


End file.
